Minority Equality Opportunities Acquisition (MEOA) S-4/A 14 Feb 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2022
Document Information Line Items
Entity Registrant Name	MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Central Index Key	0001859310
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Oct. 31, 2022	Sep. 30, 2022	Jul. 31, 2022	Dec. 31, 2021	Jul. 31, 2021
Current Assets
Cash		$ 209,983		$ 264,755
Prepaid expenses		335,992		372,468
Total current assets		545,975		637,223
LONG-TERM ASSETS:
Cash held in Trust Account		130,165,886		128,400,078
Prepaid expenses - noncurrent				231,243
Total Assets		130,711,861		129,268,544
Current Liabilities
Accrued offering costs and expenses		670,345		254,276
Working capital loans - related party		500,000
Convertible promissory note - related party		1,265,000
Due to Sponsor				10,000
Income taxes payable		88,687
Total current liabilities		2,524,032		264,276
Warrant liabilities		1,694,297		7,879,959
Deferred underwriting fee		4,554,000		4,554,000
Total Liabilities		8,772,329		12,698,235
Class A common stock subject to possible redemption		129,998,763		128,397,500
Stockholders’ Deficit
Preferred stock value
Class A common stock value		16		16
Class B common stock value		316		316
Additional paid-in capital
Accumulated deficit		(8,059,563)		(11,827,524)
Total Stockholders’ Deficit	$ (30,572)	(8,059,231)	$ (25,818)	(11,827,192)	$ (16,854)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit		$ 130,711,861		$ 129,268,544
DIGERATI TECHNOLOGIES, INC
Current Assets
Cash	1,048		1,509		1,489
Accounts receivable, net	844		622		617
Prepaid and other current assets	649		383		232
Total current assets	2,541		2,514		2,338
LONG-TERM ASSETS:
Intangible assets, net	14,432		15,188		8,527
Goodwill	19,380		19,380		3,931
Property and equipment, net	1,558		1,647		529
Other assets	347		273		76
Investment in Itellum	185		185		185
Right-of-use assets	2,254		2,498		934
Total Assets	40,697		41,685		16,520
Current Liabilities
Accounts payable	3,665		3,222		1,653
Accrued liabilities	9,149		9,627		2,570
Equipment financing	27		21		37
Convertible note payable, current, net of discount	4,717		3,948		1,049
Note payable, current, related party, net of discount	626		833		998
Note payable, current, net of discount	11,219		870		2,963
Acquisition payable	1,000		1,000
Deferred income	1,119		931		20
Derivative liability	13,664		10,588		16,773
Operating lease liability, current	651		797		503
Total current liabilities	45,837		31,837		26,566
Notes payable, related party, net of debt discount $0 and $0, respectively					136
Note payable, net of discount	23,460		33,335		6,241
Convertible note payable	250		500
Equipment financing	54		43
Operating lease liability, net of current portion	1,668		1,788		431
Total long-term liabilities	25,432		35,666		6,808
Total Liabilities	71,269		67,503		33,374
Stockholders’ Deficit
Preferred stock value
Common stock value	145		142		139
Additional paid-in capital	89,875		89,487		89,100
Accumulated deficit	(118,377)		(113,393)		(105,380)
Other comprehensive income	1		1		1
Total Stockholders’ Deficit	(28,356)		(23,763)		(16,140)
Noncontrolling interest	(2,216)		(2,055)		(714)
Total stockholders’ deficit	(30,572)		(25,818)		(16,854)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$ 40,697		$ 41,685		$ 16,520

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Oct. 31, 2022	Sep. 30, 2022	Jul. 31, 2022	Dec. 31, 2021	Jul. 31, 2021
Preferred stock par value (in Dollars per share)		$ 0.0001		$ 0.0001
Preferred stock, shares authorized		1,000,000		1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
DIGERATI TECHNOLOGIES, INC
Preferred stock par value (in Dollars per share)	$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares authorized	50,000,000		50,000,000		50,000,000
Common stock, par value (in Dollars per share)	$ 0.001		$ 0.001		$ 0.001
Common stock, shares authorized	500,000,000		500,000,000		500,000,000
Common stock, shares issued	145,064,390		142,088,039		138,538,039
Common stock, shares outstanding	145,064,390		142,088,039		138,538,039
Convertible note payable, current, net (in Dollars)	$ 163		$ 120		$ 340
Note payable, current, related party, net (in Dollars)	30		40		0
Note payable, current, net (in Dollars)	386		181		714
Note payable, net (in Dollars)	$ 0		313		4,641
Notes payable, related party, net (in Dollars)			0		0
Convertible note payable, net (in Dollars)			$ 0		$ 0
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Subject to possible redemption value		12,650,000		12,650,000
Redemption value, per share (in Dollars per share)		$ 10.28		$ 10.15
Common stock, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Common stock, shares authorized		100,000,000		100,000,000
Common stock, shares issued		158,125		158,125
Common stock, shares outstanding		158,125		158,125
Class B Common Stock
Common stock, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Common stock, shares authorized		20,000,000		20,000,000
Common stock, shares issued		3,162,500		3,162,500
Common stock, shares outstanding		3,162,500		3,162,500
Convertible Series A Preferred Stock | DIGERATI TECHNOLOGIES, INC
Preferred stock par value (in Dollars per share)	$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued	200,000		225,000		225,000
Preferred stock, shares outstanding	200,000		225,000		225,000
Preferred stock, shares designated	1,500,000		1,500,000		1,500,000
Convertible Series B Preferred Stock | DIGERATI TECHNOLOGIES, INC
Preferred stock par value (in Dollars per share)	$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued	425,442		425,442		425,442
Preferred stock, shares outstanding	425,442		425,442		425,442
Preferred stock, shares designated	1,000,000		1,000,000		1,000,000
Convertible Series C Preferred Stock | DIGERATI TECHNOLOGIES, INC
Preferred stock par value (in Dollars per share)	$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued	55,400		55,400		55,400
Preferred stock, shares outstanding	55,400		55,400		55,400
Preferred stock, shares designated	1,000,000		1,000,000		1,000,000
Series F Super Voting Preferred Stock | DIGERATI TECHNOLOGIES, INC
Preferred stock par value (in Dollars per share)	$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued	100		100		100
Preferred stock, shares outstanding	100		100		100
Preferred stock, shares designated	100		100		100

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended				7 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Oct. 31, 2022	Sep. 30, 2022	Oct. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Formation and operating costs		$ 760,441		$ 88,443	$ 89,075	$ 1,473,873
Loss from operations		(760,441)		(88,443)	(89,075)	(1,473,873)	$ (560,130)
Interest income earned on cash held in trust account		569,639				746,121	2,577
Offering costs allocated to warrants				(741,209)	(741,209)		(741,209)
Change in fair value of working capital loans - conversion feature		1,098
Change in fair value of warrant liabilities		(288,286)		(273,958)	(273,958)	6,185,662	7,205,376
Total other income (expense), net		282,451		(1,015,167)	(1,015,167)	6,931,783	6,466,744
Income (loss) before provision for (benefit from) income taxes		(477,990)		(1,103,610)	(1,104,242)	5,457,910
Provision for (benefit from) income taxes		88,687				88,687
Net (loss) income		(566,677)		(1,103,610)	(1,104,242)	5,369,223	5,906,214
OPERATING REVENUES:
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST	$ (5,145)	$ (566,677)	$ 2,266	$ (1,103,610)	$ (1,104,242)	$ 5,369,223	$ 5,906,214	$ (9,354)	$ (17,015)
DIGERATI TECHNOLOGIES, INC [Member]
Gain (loss) on derivative instruments	(3,076)		4,433					6,186	(9,935)
Gain (loss) on settlement of debt								(5,481)	560
Income tax benefit (expense)	(50)		(77)					(419)	(183)
Other income (expense)	446		(4)					26	(294)
Interest expense	(2,065)		(1,506)					(5,990)	(4,765)
Total other income (expense), net	(4,745)		2,846					(5,678)	(14,617)
Net (loss) income	$ (4,984)		$ 2,424					(8,013)	(16,683)
Basic and diluted weighted average shares outstanding (in Shares)	143,067,151		138,719,017
OPERATING REVENUES:
Cloud software and service revenue	$ 8,130		$ 3,777					24,154	12,416
Total operating revenues	8,130		3,777					24,154	12,416
Cost of services (exclusive of depreciation and amortization)	2,851		1,490					9,346	5,135
Selling, general and administrative expense	4,141		1,788					12,434	7,019
Legal and professional fees	556		574					3,036	894
Bad debt expense	29		13					98	17
Depreciation and amortization expense	953		492					2,916	1,749
Total operating expenses	8,530		4,357					27,830	14,814
OPERATING LOSS	(400)		(580)					(3,676)	(2,398)
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST	(5,145)		2,266					(9,354)	(17,015)
Less: Net loss attributable to the noncontrolling interests	161		158					1,341	332
Deemed dividend on Series A Convertible preferred stock	(4)		(5)					(19)	(20)
NET INCOME (LOSS) ATTRIBUTABLE TO DIGERATI’S COMMON SHAREHOLDERS	$ (4,988)		$ 2,419					$ (8,032)	$ (16,703)
INCOME (LOSS) PER COMMON SHARE - BASIC (in Dollars per share)	$ (0.03)		$ 0.02					$ (0.05)	$ (0.13)
INCOME (LOSS) PER COMMON SHARE - DILUTED (in Dollars per share)	$ (0.03)		$ (0.01)					$ (0.05)	$ (0.13)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC (in Shares)	143,067,151		138,719,017					139,594,358	129,411,947
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED (in Shares)	143,067,151		250,723,611					139,594,358	129,411,947
Class A Common Stock
Basic and diluted weighted average shares outstanding (in Shares)		12,808,125		4,455,000	1,821,600	12,808,125	5,010,118
Basic and diluted net (loss) income per share (in Dollars per share)		$ (0.04)		$ (0.15)	$ (0.29)	$ 0.34	$ 0.78
Class B Common Stock
Basic and diluted weighted average shares outstanding (in Shares)		3,162,500		2,893,478	2,050,889	3,162,500	2,543,967
Basic and diluted net (loss) income per share (in Dollars per share)		$ (0.04)		$ (0.15)	$ (0.29)	$ 0.34	$ 0.78

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		7 Months Ended	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Common Stock
Basic and diluted weighted average shares outstanding	12,808,125	4,455,000	1,821,600	12,808,125	5,010,118
Basic and diluted net (loss) income per share	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34	$ 0.78
Class B Common Stock
Basic and diluted weighted average shares outstanding	3,162,500	2,893,478	2,050,889	3,162,500	2,543,967
Basic and diluted net (loss) income per share	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34	$ 0.78

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock	Preferred Convertible Series A Shares	Preferred Convertible Series B Shares	Preferred Convertible Series C Shares	Preferred Convertible Series F Shares	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Other Comprehensive Income	Stockholders Equity	Noncontrolling Interest	Total
Balance at Jul. 31, 2020							$ 101	$ 86,364	$ (88,697)	$ 1	$ (2,231)	$ (382)	$ (2,613)
Balance (in Shares) at Jul. 31, 2020			225,000	407,477			101,323,590
Amortization of employee stock options								135			135		135
Common stock issued for services, to employees							$ 8	257			265		265
Common stock issued for services, to employees (in Shares)							7,858,820
Common stock issued for services							$ 4	219			223		223
Common stock issued for services (in Shares)							4,250,000
Common stock issued for debt conversion and settlement							$ 21	407			428		428
Common stock issued for debt conversion and settlement (in Shares)							21,275,629
Common stock issued for exercise of warrants							$ 1	33			34		34
Common stock issued for exercise of warrants (in Shares)							330,000
Common stock issued, extension of debt							$ 1	59			60		60
Common stock issued, extension of debt (in Shares)							400,000
Convertible Series B Preferred stock issued for debt settlement								18			18		18
Convertible Series B Preferred stock issued for debt settlement (in Shares)				17,965
Convertible Series C Preferred stock issued for AP settlement								554			554		554
Convertible Series C Preferred stock issued for AP settlement (in Shares)					55,400
Super Voting Preferred Stock Series F
Super Voting Preferred Stock Series F (in Shares)						100
Derivative liability resolved to APIC due to note conversion								588			588		588
Common stock issued concurrent with convertible debt							$ 2	145			147		147
Common stock issued concurrent with convertible debt (in Shares)							2,100,000
Beneficial conversion feature on convertible debt								282			282		282
Common stock issued for settlement of accounts payable							$ 1	59			60		60
Common stock issued for settlement of accounts payable (in Shares)							1,000,000
Dividends declared								(20)			(20)		(20)
Net income (loss)									(16,683)		(16,683)	(332)	(17,015)
Balance at Jul. 31, 2021							$ 139	89,100	(105,380)	1	(16,140)	(714)	(16,854)
Balance (in Shares) at Jul. 31, 2021			225,000	425,442	55,400	100	138,538,039
Balance at Feb. 17, 2021
Balance (in Shares) at Feb. 17, 2021
Net income (loss)									(547)				(547)
Balance at Mar. 31, 2021									(547)				(547)
Balance (in Shares) at Mar. 31, 2021
Balance at Feb. 17, 2021
Balance (in Shares) at Feb. 17, 2021
Net income (loss)													(1,104,242)
Balance at Sep. 30, 2021	$ 16	$ 316							(18,837,979)				(18,837,647)
Balance (in Shares) at Sep. 30, 2021	158,125	3,162,500
Balance at Feb. 17, 2021
Balance (in Shares) at Feb. 17, 2021
Class B common stock issued to Sponsor		$ 316						24,684					25,000
Class B common stock issued to Sponsor (in Shares)		3,162,500
Proceeds received in excess of fair value of private warrants								1,084,163					1,084,163
Issuance of shares to underwriter representative at fair value	$ 16							1,454,418					1,454,434
Issuance of shares to underwriter representative at fair value (in Shares)	158,125
Remeasurement of common stock subject to possible redemption								(2,563,265)	(17,733,737)				(20,297,002)
Net income (loss)									5,906,214				5,906,214
Balance at Dec. 31, 2021	$ 16	$ 316							(11,827,524)				(11,827,192)
Balance (in Shares) at Dec. 31, 2021	158,125	3,162,500
Balance at Mar. 31, 2021									(547)				(547)
Balance (in Shares) at Mar. 31, 2021
Class B common stock issued to Sponsor		$ 316						24,684					25,000
Class B common stock issued to Sponsor (in Shares)		3,162,500
Net income (loss)									(85)				(85)
Balance at Jun. 30, 2021		$ 316						24,684	(632)				24,368
Balance (in Shares) at Jun. 30, 2021		3,162,500
Issuance of 158,125 shares to underwriter representative at fair value	$ 16							1,454,418					1,454,434
Issuance of 158,125 shares to underwriter representative at fair value (in Shares)	158,125
Proceeds received in excess of fair value of private warrants								1,084,163					1,084,163
Net income (loss)									(1,103,610)				(1,103,610)
Accretion of Class A common stock subject to possible redemption								(2,563,265)	(17,733,737)				(20,297,002)
Balance at Sep. 30, 2021	$ 16	$ 316							(18,837,979)				(18,837,647)
Balance (in Shares) at Sep. 30, 2021	158,125	3,162,500
Balance at Jul. 31, 2021							$ 139	89,100	(105,380)	1	(16,140)	(714)	(16,854)
Balance (in Shares) at Jul. 31, 2021			225,000	425,442	55,400	100	138,538,039
Amortization of employee stock options								24			24		24
Common stock issued concurrent with convertible debt								38			38		38
Common stock issued concurrent with convertible debt (in Shares)							600,000
Dividends declared								(5)			(5)		(5)
Net income (loss)									2,424		2,424	(158)	2,266
Balance at Oct. 31, 2021							$ 139	89,157	(102,956)	1	(13,659)	(872)	(14,531)
Balance (in Shares) at Oct. 31, 2021			225,000	425,442	55,400	100	139,138,039
Balance at Jul. 31, 2021							$ 139	89,100	(105,380)	1	(16,140)	(714)	(16,854)
Balance (in Shares) at Jul. 31, 2021			225,000	425,442	55,400	100	138,538,039
Amortization of employee stock options								98			98		98
Common stock issued for services							$ 1	125			126		126
Common stock issued for services (in Shares)							1,500,000
Common stock issued for debt extension							$ 1	64			65		65
Common stock issued for debt extension (in Shares)							550,000
Common stock issued concurrent with convertible debt							$ 1	119			120		120
Common stock issued concurrent with convertible debt (in Shares)							1,500,000
Dividends declared								(19)			(19)		(19)
Net income (loss)									(8,013)		(8,013)	(1,341)	(9,354)
Balance at Jul. 31, 2022							$ 142	89,487	(113,393)	1	(23,763)	(2,055)	(25,818)
Balance (in Shares) at Jul. 31, 2022			225,000	425,442	55,400	100	142,088,039
Balance at Dec. 31, 2021	$ 16	$ 316							(11,827,524)				(11,827,192)
Balance (in Shares) at Dec. 31, 2021	158,125	3,162,500
Net income (loss)									3,976,791				3,976,791
Balance at Mar. 31, 2022	$ 16	$ 316							(7,850,733)				(7,850,401)
Balance (in Shares) at Mar. 31, 2022	158,125	3,162,500
Balance at Dec. 31, 2021	$ 16	$ 316							(11,827,524)				(11,827,192)
Balance (in Shares) at Dec. 31, 2021	158,125	3,162,500
Net income (loss)													5,369,223
Balance at Sep. 30, 2022	$ 16	$ 316							(8,059,563)				(8,059,231)
Balance (in Shares) at Sep. 30, 2022	158,125	3,162,500
Balance at Mar. 31, 2022	$ 16	$ 316							(7,850,733)				(7,850,401)
Balance (in Shares) at Mar. 31, 2022	158,125	3,162,500
Net income (loss)									1,959,110				1,959,110
Balance at Jun. 30, 2022	$ 16	$ 316							(5,891,623)				(5,891,291)
Balance (in Shares) at Jun. 30, 2022	158,125	3,162,500
Net income (loss)									(566,677)				(566,677)
Accretion of Class A common stock subject to possible redemption									(1,601,263)				(1,601,263)
Balance at Sep. 30, 2022	$ 16	$ 316							(8,059,563)				(8,059,231)
Balance (in Shares) at Sep. 30, 2022	158,125	3,162,500
Balance at Jul. 31, 2022							$ 142	89,487	(113,393)	1	(23,763)	(2,055)	(25,818)
Balance (in Shares) at Jul. 31, 2022			225,000	425,442	55,400	100	142,088,039
Amortization of employee stock options								23			23		23
Common stock issued for conversion of Series A Convertible Preferred stock								7			7		7
Common stock issued for conversion of Series A Convertible Preferred stock (in Shares)			(25,000)				105,723
Common stock issued for exercise of warrants								21			21		21
Common stock issued for exercise of warrants (in Shares)							160,628
Common stock issued for debt extension							$ 2	247			249		249
Common stock issued for debt extension (in Shares)							2,060,000
Common stock issued concurrent with convertible debt							$ 1	94			95		95
Common stock issued concurrent with convertible debt (in Shares)							650,000
Dividends declared								(4)			(4)		(4)
Net income (loss)									(4,984)		(4,984)	(161)	(5,145)
Balance at Oct. 31, 2022							$ 145	$ 89,875	$ (118,377)	$ 1	$ (28,356)	$ (2,216)	$ (30,572)
Balance (in Shares) at Oct. 31, 2022			200,000	425,442	55,400	100	145,064,390

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) (Parentheticals)	Sep. 30, 2021 shares
Class A | Common Stock
Issuance of shares to underwriter	158,125

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (5,145)	$ 2,266	$ (1,104,242)	$ 5,369,223	$ 5,906,214	$ (9,354)	$ (17,015)
Formation costs paid by related party			10,000		10,000
Allocation of offering costs to warrant expense			741,209		741,209
Interest income earned				(746,120)	(2,577)
Change in fair value of warrant liabilities			273,958	(6,185,662)	(7,205,376)
Prepaid expenses			(699,834)	267,719	(603,711)
Due to sponsor				(10,000)
Accrued offering costs and expenses			58,681	416,069	254,276
Income taxes payable				88,687
Net cash used in operating activities			(720,228)	(800,084)	(899,965)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment of cash in Trust Account			(128,397,500)	(1,019,688)	(128,397,500)
Net cash used in investing activities			(128,397,500)	(1,019,688)	(128,397,500)
Proceeds from initial public offering, net of costs			124,096,500		124,096,500
Proceeds from private placement warrants			6,027,500		6,027,500
Proceeds from convertible promissory note - related party			253,378	500,000	253,378
Payment of promissory note to related party			(285,778)	1,265,000	(285,778)
Payment of deferred offering costs			(529,379)		(529,379)
Net cash provided by financing activities			129,562,221	1,765,000	129,562,220
Cash flows from financing activities:
Net change in cash			444,493	(54,772)	264,755
Cash, beginning of the period				264,755
Cash, end of the period			444,493	209,983	264,755
Deferred offering costs paid by promissory note – related party			32,400		32,400
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock			25,000		25,000
Deferred underwriting fee charged temporary equity			4,554,000		4,554,000
Initial warrant liability			15,085,335		15,085,335
Initial value of Class A common stock subject to possible redemption			$ 128,397,500		$ 128,397,500
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Dividend declared				$ 0
DIGERATI TECHNOLOGIES, INC
Cash flows from operating activities:
Net income (loss)	(5,145)	2,266				(9,354)	(17,015)
Depreciation and amortization expense	953	492				2,916	1,707
Stock compensation and warrant expense	23	24				98	624
Stock issued for services						126
Bad debt expense	29	13				78	17
Amortization of Right-of-use Assets	267	112				626	328
Accounts receivable	(251)	132				484	(69)
Prepaid expenses and other current assets	(266)	2				(20)	46
Inventory		11				(18)	(27)
Other Assets	(74)					(131)
Right-of-use operating lease liability	(280)	(112)				(727)	(328)
Accounts payable	442	282				860	99
Accrued expenses	(110)	130				566	1,083
Deferred income	188	(17)				911	(259)
Amortization of debt discount	204	943				2,064	2,809
Net cash used in operating activities	(858)	29				(1,960)	(708)
Loss (gain) on derivative liabilities	3,076	(4,433)				(6,186)	9,935
Loss (gain) on settlement of debt						5,481	(560)
(Gain) on settlement of conversion premium on note(s)	(466)
Accrued interest added to principal		184					510
Debt extension fee charged to interest expense	303					225
Gain on contingent earnout						(24)
Preferred stock C issued for settlement of AP from current year							333
Stock issued for debt extension						65	59
Shares issued for debt extension charged to interest expense	249
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Cash paid in acquisition of equipment	(108)	(29)				(272)	(410)
Net cash used in investing activities	(108)	(29)				(12,885)	(10,800)
Proceeds from Nexogy						178
Acquisitions of VoIP assets, net of cash received						(12,791)	(10,390)
Borrowings from convertible debt, net of original issuance cost and discounts	957	300				806	1,078
Proceeds from sale of stock and warrants							34
Borrowings from debt, net of original issuance cost and discounts						15,530	13,036
Principal payments on debt, net						(250)	(1,338)
Principal payments on convertible notes, net						(425)	(266)
Net cash provided by financing activities	505	157				14,865	12,312
Proceeds from the exercise of warrants	21
Borrowings from related party notes, net of original issuance cost and discounts	150
Principal payments on convertible debt, net	(250)
Principal payments on related party notes, net	(367)	(134)				(816)	(169)
Principal payment on equipment financing	(6)	(9)				20	(63)
Cash flows from financing activities:
Net change in cash	(461)	157				20	804
Cash, beginning of the period	1,509	1,489				1,489	685
Cash, end of the period	1,048	1,646				1,509	1,489
Cash paid for interest	905	355				2,508	1,111
Income tax paid
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued interest rolled into principal	365	355				$ 970
Beneficial conversion feature on convertible debt (in Shares)							282
Incentive earnout adjustment on Active PBX acquisition						$ 120
Debt discount from common stock issued with debt						120	147
Debt discount from derivative liabilities							358
Debt discount from PRG warrant derivative							6,462
Promissory note reclassed to convertible debt							15
Capitalization of ROU assets and liabilities - operating						940	440
Preferred Stock Series B issued for debt conversion and settlement							18
Preferred Stock Series C issued for AP settlement							221
Common Stock issued for debt conversion							429
Common Stock issued for accounts payable							60
Stock issued with convertible debt - debt discount	95	38
Common Stock issued for the conversion of Series A Preferred Stock	7
Dividend declared	$ 4	$ 5				19	20
Derivative liability resolved to APIC due to debt conversion							$ 588

Organization and Business Opera

Organization and Business Operations	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 - Organization and Business Operations Minority Equality Opportunities Acquisition Inc. (the “Company”) was incorporated as a Delaware corporation on February 18, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any Business Combination target. The Company may pursue an initial Business Combination target in any business or industry. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 relates to the Company’s formation and preparation for the Initial Public Offering (the “Public Offering” or “IPO”) as described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Financing The Company’s sponsor is Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2021 (the “Effective Date”). On August 30, 2021, the Company consummated the IPO of 12,650,000 units (the “Units”, and with respect to the Class A common stock included in the units, the “public shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,650,000 Units, at $10.00 per Unit generating gross proceeds of $126,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,027,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor and to Maxim Partners LLC, generating gross proceeds to the Company of $6,027,500, which is described in Note 4. A total of 5,395,000 Private Placement Warrants were issued to the Sponsor and a total of 632,500 Private Placement Warrants were issued to Maxim Partners LLC. The Company also issued 158,125 shares of Class A common stock to Maxim Group LLC (“Maxim”), the representative of the underwriters, which is deemed compensation by FINRA and therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO (the “representative’s common stock”). Additionally, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination). Transaction costs amounted to $8,998,713, consisting of $2,403,500 of underwriting fees, $4,554,000 of deferred underwriting fees, $586,779 of other offering costs, and $1,454,434 of the fair value of the representative’s common stock. Of the $8,998,713 aggregate transaction costs, $741,209 was allocated to expense associated with the warrant liability. Trust Account Following the closing of the IPO on August 30, 2021, an amount of $128,397,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited in a trust account (the “Trust Account”) and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of: (a) the completion of the initial Business Combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation: (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination); or (ii) with respect to any other material provision relating to stockholders’ rights or pre-Business Combination activity; and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination), subject to applicable law. Initial Business Combination On August 30, 2022, the Company entered into a Business Combination Agreement with MEOA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of our company (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (“Digerati”). The Company also decided to extend the date by which it had to complete an initial Business Combination by three months from August 30, 2022 to November 30, 2022. An affiliate of the Sponsor provided the Company with a loan in the amount of $1.265 million to fund the three month extension. The Company expects to close the proposed Business Combination with Digerati in the first quarter of 2023. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination; or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirements. The Company will provide the public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to voting on the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.15 per public share. The Company will have only 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination) (the “Combination Period”) to complete the initial Business Combination. If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination by up to three additional three-month periods (up to a maximum of 21 months from the closing of the IPO). Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $1,265,000 ($0.10 per share), on or prior to the date of the deadline with respect to such three-month extension period. The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The initial stockholders, Sponsor, executive officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period; or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern Considerations As of September 30, 2022, the Company had $209,983 in cash and working capital deficit of $1,978,057. The Company’s liquidity needs up to September 30, 2022 were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5) and from the IPO proceeds not held in the Trust Account. On September 3, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2022 and December 31, 2021, there was $500,000 and $0, respectively, outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 30, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that insufficient working capital and the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and the Russian military action in Ukraine and has concluded that while it is reasonably possible that the virus and/or such military action could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.	Note 1 — Organization and Business Operations Minority Equality Opportunities Acquisition Inc. (the “Company”) was incorporated as a Delaware corporation on February 18, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any Business Combination target. The Company may pursue an initial Business Combination target in any business or industry. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and preparation for the Initial Public Offering (the “Public Offering” or “IPO”) as described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Financing The Company’s sponsor is Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2021 (the “Effective Date”). On August 30, 2021, the Company consummated the IPO of 12,650,000 units (the “Units”, and with respect to the Class A common stock included in the units, the “public shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,650,000 Units, at $10.00 per Unit generating gross proceeds of $126,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,027,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor and to Maxim Partners LLC, generating gross proceeds to the Company of $6,027,500, which is described in Note 4. A total of 5,395,000 Private Placement Warrants were issued to the Sponsor and a total of 632,500 Private Placement Warrants were issued to Maxim Partners LLC. The Company also issued 158,125 shares of Class A common stock to Maxim Group LLC (“Maxim”), the representative of the underwriters, which is deemed compensation by FINRA and therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO (the “representative’s common stock”). Additionally, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination). Transaction costs amounted to $8,998,713, consisting of $2,403,500 of underwriting fees, $4,554,000 of deferred underwriting fees, $586,779 of other offering costs, and $1,454,434 of the fair value of the representative’s common stock. Of the $8,998,713 aggregate transaction costs, $741,209 was allocated to expense associated with the warrant liability. Trust Account Following the closing of the IPO on August 30, 2021, an amount of $128,397,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited in a trust account (the “Trust Account”) and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of: (a) the completion of the initial Business Combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation: (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination); or (ii) with respect to any other material provision relating to stockholders’ rights or pre-Business Combination activity; and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination), subject to applicable law. Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination; or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirements. The Company will provide the public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to voting on the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.15 per public share. The Company will have only 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination) (the “Combination Period”) to complete the initial Business Combination. If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination by up to three additional three-month periods (up to a maximum of 21 months from the closing of the IPO). Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $1,265,000 ($0.10 per share), on or prior to the date of the deadline with respect to such three-month extension period. The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The initial stockholders, Sponsor, executive officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period; or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern Considerations As of December 31, 2021, the Company had $264,775 in cash and working capital of $372,947. The Company’s liquidity needs up to December 31, 2021 were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5) and from the IPO proceeds not held in the trust account. On September 3, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Annual Report on Form 10-K. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 30, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. These financial statement do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended	10 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022
Significant Accounting Policies [Line Items]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or for any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in the Annual Form 10-K filed by the Company with the SEC on April 14, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying unaudited condensed consolidated financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $209,983 and $264,755 of cash as of September 30, 2022 and December 31, 2021, respectively, and no cash equivalents. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $130,165,886 and $128,400,078 in cash held in the Trust Account, respectively. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, the 12,650,000 shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the condensed balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table: Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Class A common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value, December 31, 2021 $ 128,397,500 Plus: Remeasurement of carrying value to redemption value 1,601,263 Class A common stock subject to possible redemption at redemption value, September 30, 2022 $ 129,998,763 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants to be issued in connection with the IPO (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs amounted to $8,998,713, of which $741,209 was allocated to expense associated with the warrant liability. Convertible Instruments The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Net Income (Loss) Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company did not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,677,500 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended September 30, Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (454,465 ) $ (112,213 ) $ (669,061 ) $ (434,549 ) $ 4,306,110 $ 1,063,212 $ (519,430 ) $ (584,812 ) Denominator: Basic and diluted weighted average shares outstanding 12,808,125 3,162,500 4,455,000 2,893,478 12,808,125 3,162,500 1,821,600 2,050,889 Basic and diluted net (loss) income per common stock $ (0.04 ) $ (0.04 ) $ (0.15 ) $ (0.15 ) $ 0.34 $ 0.34 $ (0.29 ) $ (0.29 ) Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was (18.55)% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 1.62% and 0.00% for the nine months ended September 30, 2022 and for the period from February 18, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value in derivative liability – conversion feature, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statement are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 there were no cash equivalents that was recognized by the Company. Marketable Securities Held in Trust Account At December 31, 2021, the Company had $128,400,078 in cash held in the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. Class A Common Stock Subject to Possible Redemption The Company accounts for their Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, the 12,650,000 Class A common stock is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. As of December 31, 2021, the shares of common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value $ 128,397,500 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants to be issued in connection with the IPO (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs amounted to $8,998,713, of which $741,209 were allocated to expense associated with the warrant liability. Net Income Per Common Stock We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company did not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,677,500 of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. For the period from February 18, Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,917,196 $ 1,989,018 Denominator: Weighted-average shares outstanding 5,010,118 2,543,967 Basic and diluted net income per share $ 0.78 $ 0.78 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.
DIGERATI TECHNOLOGIES, INC [Member]
Significant Accounting Policies [Line Items]
Significant Accounting Policies			NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business. Digerati Technologies, Inc., a Nevada corporation (including our subsidiaries, “we,” “us,” “Company” or “Digerati”), through its operating subsidiaries in Texas, Florida, and California that includes Shift8 Networks, Inc., dba, T3 Communications, T3 Communications, Inc. (both referred to herein as “T3”), Nexogy Inc., and NextLevel Internet, Inc., provides cloud services specializing in Unified Communications as a Service (“UCaaS”) and broadband connectivity solutions for the business market. Our product line includes a portfolio of Internet-based telephony products and services delivered through our cloud application platform and session-based communication network and network services including Internet broadband, fiber, mobile broadband, and cloud WAN solutions (SD WAN). We provide enterprise-class, carrier-grade services to the small-to-medium-sized business (“SMB”) at cost-effective monthly rates. Our UCaaS or cloud communication services include fully hosted IP/PBX, video conferencing, mobile applications, Voice over Internet Protocol (“VoIP”) transport, SIP trunking, and customized VoIP services all delivered Only in the Cloud™ Principles of Consolidation. The consolidated financial statements include the accounts of Digerati, and its subsidiaries, which are majority owned by Digerati in accordance with ASC 810-10-05. All significant inter-company transactions and balances have been eliminated. Cost Method Investment. On June 14, 2019, the Company, entered into a Stock Purchase Agreement (the “Agreement”) to acquire a 12% minority interest in Itellum Comunicacions Costa Rica, S.R.L. The Company paid $100,000 in cash, issued 500,000 shares of common stock with a market value of $85,000. As result, the Company holds a minority interest in Itellum for an investment of $185,000. The Company has no influence over the operating and financial policies of Itellum. The Company has no controlling interest, is not the primary beneficiary and does not have the ability to exert significant influence. As a result, we accounted for this investment using the measurement alternative, defined as cost, less impairment, plus or minus changes resulting from observable price changes for identical or similar investments of the same issuer. Use of Estimates. In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statement of operations. Actual results could differ from those estimates. Beneficial conversion features. The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. Related parties. The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party. Concentration of Credit Risk. Financial instruments that potentially subject Digerati to concentration of credit risk consist primarily of trade receivables. In the normal course of business, Digerati provides credit terms to its customers. Accordingly, Digerati performs ongoing credit evaluations of its customers and maintains allowances for possible losses, which, when realized, have been within the range of management’s expectations. Digerati maintains cash in bank deposit accounts, which, at times, may exceed federally insured limits. Digerati has not experienced any losses in such accounts and Digerati does not believe it is exposed to any significant credit risk on cash and cash equivalents. Revenue Recognition. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenues from Contracts with Customers (ASC 606). Sources of revenue: Cloud-based hosted Services. The Company recognizes cloud-based hosted services revenue, mainly from subscription services for its cloud telephony applications that includes hosted IP/PBX services, SIP trunking, call center applications, auto attendant, voice, and web conferencing, call recording, messaging, voicemail to email conversion, integrated mobility applications that are device and location agnostic, and other customized applications. Other services include enterprise-class data and connectivity solutions through multiple broadband technologies including cloud WAN or SD-WAN (Software-defined Wide Area Network), fiber, and Ethernet over copper. We also offer remote network monitoring, data backup and disaster recovery services. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer. Service Revenue. Service revenue from subscriptions to the Company’s cloud-based technology platform is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Usage fees, either bundled or not bundled, are recognized when the Company has a right to invoice. Professional services for configuration, system integration, optimization, customer training and/or education are primarily billed on a fixed-fee basis and are performed by the Company directly. Alternatively, customers may choose to perform these services themselves or engage their own third-party service providers. Professional services revenue is recognized over time, generally as services are activated for the customer. Product Revenue. The Company recognizes product revenue for telephony equipment at a point in time, when transfer of control has occurred, which is generally upon delivery. Sales returns are recorded as a reduction to revenue estimated based on historical experience. Disaggregation of Cloud-based hosted revenues. Summary of disaggregated revenue is as follows (in thousands): For the Years ended 2022 2021 Cloud software and service revenue $ 23,871 $ 12,153 Product revenue 283 263 Total operating revenues $ 24,154 $ 12,416 Contract Assets. Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services or equipment for a reduced consideration at the onset of an arrangement; for example, when the initial month’s services or equipment are discounted. Contract assets are included in prepaid and other current assets in the consolidated balance sheets, depending on if their reduction is recognized during the succeeding 12-month period or beyond. Contract assets as of July 31, 2022, and July 31, 2021, were $6,701 and $17,661, respectively. Deferred Income. Deferred income represents billings or payment received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services, for services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding 12-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other noncurrent liabilities in the consolidated balance sheets. Deferred income as of July 31, 2022, and July 31, 2021, were $66,167 and $19,984, respectively. Customer deposits. The Company in some instances requires customers to make deposits for the last month of services, equipment, installation charges and training. As equipment is installed and training takes places the deposits are then applied to revenue. The deposit for the last month of services is applied to any outstanding balances if services are cancelled. If the customer’s account is paid in full, the Company will refund the full deposit in the month following service termination. As of July 31, 2022, and July 31, 2021, Digerati’s customer deposits balance was $864,345 and $0, respectively. The customer deposit balance is included as part of deferred income on the consolidated balance sheets. Costs to Obtain a Customer Contract. Direct incremental costs of obtaining a contract, consisting of sales commissions, are deferred, and amortized over the estimated life of the customer, which currently averages 36 months. The Company calculates the estimated life of the customer on an annual basis. The Company classifies deferred commissions as prepaid expenses or other noncurrent assets based on the timing of when it expects to recognize the expense. As of July 31, 2022, the Company has $184,808 in deferred commissions/contract costs. Sales commissions expensed for the year ended July 31, 2022, and the year ended July 31, 2021, were $2,262,129 and $871,561, respectively. The cost to obtain customer contract balance is included as part of prepaid expenses on the consolidated balance sheets. Direct Costs - Cloud-based hosted Services. We incur bandwidth and colocation charges in connection with our UCaaS or cloud communication services. The bandwidth charges are incurred as part of the connectivity between our customers to allow them access to our various services. We also incur costs from underlying providers for fiber, internet broadband, and telecommunication circuits in connection with our data and connectivity solutions. Cash and cash equivalents. The Company considers all bank deposits and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Allowance for Doubtful Accounts. Bad debt expense is recognized based on management’s estimate of likely losses each year based on past experience and an estimate of current year uncollectible amounts. As of July 31, 2022, and 2021, Digerati’s allowance for doubtful accounts balance was $74,628 and $29,000, respectively. Property and equipment. Property and equipment are recorded at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are one (1) to seven (7) years. Goodwill. Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company completed an evaluation of goodwill at July 31, 2022 and 2021 and determined that there was no impairment. The fair value of the Company’s reporting unit is dependent upon the Company’s estimate of future cash flows and other factors. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Estimated future cash flows are adjusted by an appropriate discount rate derived from the Company’s market capitalization plus a suitable control premium at date of the evaluation. The financial and credit market volatility directly impacts the Company’s fair value measurement through the Company’s weighted average cost of capital that the Company uses to determine its discount rate and through the Company’s stock price that the Company uses to determine its market capitalization. Therefore, changes in the stock price may also affect the amount of impairment recorded. Intangible Assets. Our intangible assets consist of customer relationships, developed technologies, trademarks and trade name. The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract, asset, or liability. The intangible assets are amortized following the patterns in which the economic benefits are consumed or straight-line over the estimated useful life. We periodically review the estimated useful lives of our intangible assets and review these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The determination of impairment is based on estimates of future undiscounted cash flows. If an intangible asset is considered to be impaired, the amount of the impairment will be equal to the excess of the carrying value over the fair value of the asset. Valuation of Goodwill and Intangible Assets. Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with an acquisition. Other intangible assets include customer relationships, non-compete agreements, and trademarks. The Company uses a third-party specialty valuation firm to value its intangible assets acquired in its business combination and asset acquisitions. During the year ended July 31, 2022, the Company acquired Skynet Telecom LLC and Next Level Internet, Inc. the acquisitions were accounted for under the purchase method of accounting, with the Company identified as the accounting acquirer. Accordingly, the purchase prices of acquired tangible and intangible assets and liabilities were recorded and allocated at fair value on a relative basis as of acquisition dates. The Company based its estimates on historical experience, discounted cash flows and on various other assumptions that are believed to be reasonable in the circumstances at the time of acquisition, the results of which form the basis for making judgments about the fair value of the intangible assets acquired that are not readily apparent from other sources. The actual results from these acquisitions may differ from these estimates. Long-Lived Assets. The Company reviews its long-lived assets, including property and equipment and identifiable intangibles annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets. Impairment of Long-Lived Assets. Digerati reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the value of an asset may no longer be appropriate. Digerati assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. Business combinations. Each investment in a business is being measured and determined whether the investment should be accounted for as a cost-basis investment, an equity investment, a business combination, or a common control transaction. An investment in which the Company does not have a controlling interest and which the Company is not the primary beneficiary but where the Company has the ability to exert significant influence is accounted for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations, the Company records the assets acquired and liabilities assumed at the management’s estimate of their fair values on the date of the business combination. The assessment of the estimated fair value of each of these can have a material effect on the reported results as intangible assets are amortized over various lives. Furthermore, according to ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. Treasury Shares. As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 30,000,000 treasury shares for consideration for future conversions and exercise of warrants. The Company will evaluate the reserved treasury shares on a quarterly basis, and if necessary, reserve additional treasury shares. As of July 31, 2022, we believe that the treasury share reserved are sufficient for any future conversions of these instruments. As a result, these debt instruments and warrants are excluded from derivative consideration. Derivative financial instruments Digerati does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. However, Digerati analyzes its convertible instruments and free-standing instruments such as warrants for derivative liability accounting. 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. Any changes in fair value are recorded as non-operating, non-cash income or expense for each reporting period. For derivative notes payable conversion options and warrants Digerati uses the Black-Scholes option-pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date. Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows: Level 1 Level 2 Level 3 For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. Our derivative liabilities as of July 31, 2022, and 2021 of $10,588,000 and $16,773,000, respectively. The following table provides the fair value of the derivative financial instruments measured at fair value using significant unobservable inputs: Fair value measurements at Description Fair Value Quoted prices in Significant Significant Convertible promissory notes derivative liability at July 31, 2021 $ 16,773,383 - - $ 16,773,383 Convertible promissory notes derivative liability at July 31, 2022 $ 10,587,717 - - $ 10,587,717 The fair market value of all derivatives during the year ended July 31, 2022, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years The fair market value of all derivatives during the year ended July 31, 2021, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 125.60% - 283.01% Risk-free interest rate 0.05% - 1.65% Expected term 0.03 - 10.00 years The following table provides a summary of the changes in fair value of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs: Balance at July 31, 2020 $ 606,123 Derivative from new convertible promissory notes and warrants recorded as debt discount 6,820,108 Derivative liability resolved to additional paid in capital due to debt conversion (588,097 ) Derivative loss 9,935,249 Balance at July 31, 2021 $ 16,773,383 Derivative gain (6,185,666 ) Balance at July 31, 2022 $ 10,587,717 Income taxes. Digerati recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Digerati provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Since January 1, 2007, Digerati accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board on income taxes which addresses how an entity should recognize, measure and present in the financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, Digerati recognizes a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As of July 31, 2022, we have no liability for unrecognized tax benefits. Stock-based compensation. Stock-based compensation Basic and diluted net income (loss) per share. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended July 31, 2022, and 2021, potential dilutive securities including options and warrants were not included in the calculation of diluted net loss per common share as their effect would be anti-dilutive due to the Company’s net loss. Potential dilutive securities, which are not included in dilutive weighted average shares are as follows: 7/31/2022 7/31/2021 Options to purchase common stock 9,130,000 9,230,000 Warrants to purchase common stock 108,841,179 109,506,179 Convertible debt 43,628,667 20,506,684 Convertible Series A Preferred stock 750,000 750,000 Convertible Series B Preferred stock 25,575,847 24,936,847 Convertible Series C Preferred stock 31,259,369 30,478,369 Total: 219,185,062 195,408,079 Noncontrolling interest. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, On May 1, 2018, T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (’SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days. For the years ended July 31, 2022, and 2021, the Company accounted for a noncontrolling interest of $1,341,000 and $332,000, respectively. Additionally, one of the buyers serves as a Board Member of T3 Communications, Inc., a Florida Corporation, one of our operating subsidiaries. Recently issued accounting pronouncements. In the fourth quarter of fiscal year 2022, the Company early adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, Recent accounting pronouncements, other than below, issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not, or are not, believed by management to have a material effect on the Company’s present or future financial statements. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of this ASU on its financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering Public Units On August 30, 2021, the Company sold 12,650,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,650,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company did not register the shares of Class A common stock issuable upon exercise of the warrants at the time of the IPO. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 60 business days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.	Note 3 — Initial Public Offering Public Units On August 30, 2021, the Company sold 12,650,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,650,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 60 business days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Private Placement

Private Placement	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor and Maxim Partners LLC purchased an aggregate of 6,027,500 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,027,500. An aggregate of 5,395,000 Private Placement Warrants were purchased by the Sponsor and an aggregate of 632,500 Private Placement Warrants were purchased by Maxim Partners LLC. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor, Maxim Partners LLC or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, Maxim Partners LLC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO.	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Maxim Partners LLC purchased an aggregate of 6,027,500 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,027,500. An aggregate of 5,395,000 Private Placement Warrants were purchased by the Sponsor and an aggregate of 632,500 Private Placement Warrants were purchased by Maxim Partners LLC. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor, Maxim Partners LLC or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, Maxim Partners LLC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO.

Related Party Transactions

Related Party Transactions	3 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Oct. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022
Related Party Transactions [Line Items]
Related Party Transactions		Note 5 - Related Party Transactions Founder Shares In April 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 2,875,000 shares of common stock (the “founder shares”). In August 2021, the Company effected a stock dividend of 287,500 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 3,162,500 founder shares, including up to 412,500 of the founder shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised. All shares have been restated retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on August 30, 2021, none of the founder shares were subject to forfeiture any longer. The initial stockholders have agreed not to transfer, assign, or sell any of their founder shares until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”). Promissory Note - Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. Through August 30, 2021, the Company had borrowed $285,778 under the promissory note. On September 3, 2021, the Company repaid the promissory note balance of $285,778. Working Capital Loans On September 3, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor and Maxim Partners LLC. On February 28, 2022 and March 21, 2022, the Sponsor agreed to loan the Company $174,000 and $163,000, respectively, as part of the Working Capital Loans. The promissory notes are non-interest bearing and payable upon consummation of the Company’s initial Business Combination. At the lender’s discretion, the promissory notes may be repayable in warrants of the post Business Combination entity at a price of $1.00 per warrant. At September 30, 2022, there was $500,000 of borrowings. Administrative Service Fee The Company entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company has incurred $30,000 and $90,000 of administrative service fees, respectively. For the three months ended September 30, 2021 and for the period from February 18, 2021 (inception) through September 30, 2021, $10,000 of administrative fees have been accrued. As of September 30, 2022 and December 31, 2021, the Company has payables of $80,000 and $10,000, respectively. The administrative services agreement was amended on May 16, 2022. The Company and Sphere 3D Corp. (“Sphere”) entered into Amendment No. 1 (the “Amendment”) of the administrative services agreement, pursuant to which Amendment, the Company and Sphere agreed that, notwithstanding anything in the administrative services agreement to the contrary, the monthly payment due under the administrative services agreement shall, beginning with respect to the monthly period that begins on February 26, 2022 and ends on March 25, 2022, and continuing thereafter until the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company, accrue without interest thereon and be due and payable on the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The administrative services agreement was further amended in January 2023 to provide that the Company would pay to Sphere an amount equal to $100,000 to be applied against accrued payments under this agreement plus up to an additional amount equal to $25,000 to be applied against any remaining accrued payments, with the balance to be applied against future fees under this agreement.	Note 5 — Related Party Transactions Founder Shares In April 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 2,875,000 shares of Common stock (the “founder shares”). In August 2021, the Company effected a stock dividend of 287,500 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 3,162,500 founder shares, including up to 412,500 of the founder shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised. All shares have been restated retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on August 30, 2021, none of the founder shares were subject to forfeiture any longer. The initial stockholders have agreed not to transfer, assign, or sell any of their founder shares until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”). Promissory Note — Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of December 31, 2021or the closing of the IPO. Through August 30, 2021, the Company had borrowed $285,778 under the promissory note. On September 3, 2021, the Company repaid the promissory note balance of $285,778. Working Capital Loans On September 3, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor and Maxim Partners LLC. At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company has incurred $40,000 of administrative service fees. As of December 31, 2021, the Company has payable of $10,000.
DIGERATI TECHNOLOGIES, INC [Member]
Related Party Transactions [Line Items]
Related Party Transactions	NOTE 7 – RELATED PARTY TRANSACTIONS On October 4, 2022, the Company entered into a $150,000 promissory note, with the Company’s president, Derek Gietzen, with a maturity date of October 15, 2022, and annual interest rate of 11%. On October 17, 2022, the Company paid the total principal outstanding of $150,000, plus accrued interest. During the three months ended October 31, 2022, and 2021, the Company provided VoIP Hosted and fiber services to a Company owned by one of the Board members of T3 Communications, Inc., for $40,000 and $46,150, respectively. On November 17, 2020, as a result of the of the acquisition of ActiveServe’s asset, the two sellers became related parties as they continued to be involved as consultants to manage the customer relationship, the Company paid on an annual basis $90,000 to each of the consultants. These agreements expired, and the parties agreed not to extend. As of October 31, 2022, there’s no balance outstanding under the consulting agreements. In addition, part of the Purchase Price is payable in 8 equal quarterly payments to the sellers. During the three months ended October 31, 2022, the Company paid $116,898 of the principal balance outstanding. The total principal outstanding on the notes as of October 31, 2022, and July 31, 2022, were $155,602 and $272,500, respectively. On December 31, 2021, as a result of the of the acquisition of Skynet’s asset, the two sellers became related parties as they continued to be involved as consultants for 12 months to manage the customer relationship, the Company will pay on an annual basis $100,000 to each of the consultants. As of October 31, 2022, there were no outstanding balances owed to the consultants. Part of the Purchase Price of $600,000 (the “Earn-out Amount”) was retained by the Company and will be paid to Seller in six equal quarterly payments. An additional $100,000 (the “Holdback Amount”) was retained by the Company and will be paid to Seller in accordance with the Skynet Telecom LLC asset purchase agreement. During the three months ended October 31, 2022, the Company paid $100,000 of the principal balance outstanding. The Company amortized $9,922 and $0 of debt discount as interest expense during the three months ended October 31, 2022, and October 31, 2021, respectively. The total debt discount outstanding as of October 31, 2022, and July 31, 2022, were $29,764 and $39,686, respectively. The total balance outstanding on the Earn-out Amounts as of October 31, 2022, and July 31, 2022, were $500,000 and $600,000, respectively. Acquisition Payable – Skynet As part of the acquisition of Skynet’s assets, the Company will pay to the seller a $1,000,000 (the “Share Payment”) by issuance of restricted shares of the Company’s common stock to the owners. On September 1, 2022, the Company and sellers amended the Asset Purchase Agreement. In accordance with the amended agreement, the Share Payment will be made via the issuance of shares on the earlier of (i) the effective date of that certain Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on August 11, 2021 (in which case the stock will be valued at the price set forth in the prospectus that is a part of such Registration Statement, without underwriter discounts) and (ii) April 30, 2023 (in which case the stock will be valued at the average of the last transaction price on the OTCQB for each of the 10 trading days immediately preceding such issuance date). The total principal balance outstanding on the acquisitions payable as of October 31, 2022, and July 31, 2022, was $1,000,000.			NOTE 11 - RELATED PARTY TRANSACTIONS During the years ended July 31, 2022, and 2021, the Company provided VoIP Hosted and fiber services to a company owned by one of the Board members of T3 Communications, Inc., a Florida corporation, for $194,547 and $175,606, respectively. In addition, the Company also leases a Colo facility from a company owned by a board member of T3 Communications Inc. For the years ended July 31, 2022, and 2021, the Company paid $157,935 and $88,143, respectively. On November 17, 2020, as a result of the acquisition of ActiveServe’s asset, the two sellers became related parties as they continued to be involved as consultants to manage the customer relationship, the Company paid on an annual basis $90,000 to each of the consultants. These agreements expired as of January 17, 2022, and the parties agreed not to extend. As of July 31, 2022, there’s no balance outstanding under the consulting agreements. In addition, part of the Purchase Price is payable in 8 equal quarterly payments to the sellers. During the year ended July 31, 2022, the Company paid $716,181 of the principal balance outstanding. On January 7, 2022, the Company recognized a reduction of $120,621 on the note balance due to the sellers not achieving certain requirement under the “Customer renewal Value”. As a result, the Company recognized a reduction of $120,621 in Goodwill associated with the ActiveServe asset acquisition. On July 31, 2022, the Company recognized a reduction of $24,989 on the note balance due to the sellers not achieving certain requirement under the monthly recurring revenue target. As a result, the Company recognized $24,989 in the Other Income/Expense section of the Statement of Operations. The total principal outstanding on the notes as of July 31, 2022, and July 31, 2021, were $272,500 and $1,134,291, respectively. On December 31, 2021, as a result of the acquisition of Skynet Telecom LLC’s assets, the two sellers became related parties as they continued to be involved as consultants for 12 months to manage the customer relationship, the Company will pay on an annual basis $100,000 to each of the consultants. As of July 31, 2022, there is no outstanding balance owed to the consultants. Part of the Purchase Price of $600,000 (the “Earn-out Amount”) was retained by the Company at the closing and will be paid to the sellers in 6 equal quarterly payments. An additional $100,000 (the “Holdback Amount”) was retained by the Company at the closing and will be paid to the sellers in accordance with the Skynet Telecom LLC asset purchase agreement. During the year ended July 31, 2022, the Company paid $100,000 of the principal balance outstanding. The Earn-out Amounts were fair valued at the acquisition date and the Company recognized a debt discount of $62,417. The Company amortized $22,731 of debt discount as interest expense during the year ended July 31, 2022. The unamortized debt discount as of July 31, 2022, was $39,686. The total balance outstanding on the Earn-out Amounts as of July 31, 2022, was $600,000. On November 17, 2020, Digerati’s Board of Directors approved the issuance of the following shares of Series F Super Voting Preferred Stock to officer: ● Arthur L. Smith - 34 shares of Series F Super Voting Preferred Stock ● Antonio Estrada - 33 shares of Series F Super Voting Preferred Stock ● Craig Clement - 33 shares of Series F Super Voting Preferred Stock Acquisition Payable - Skynet As part of the acquisition of Skynet Telecom LLC’s assets, the Company will pay to the Sellers $1,000,000 (the “Share Payment”) by issuance of restricted shares of the Company’s common stock to the Owners. On September 1, 2022, the Company and Sellers amended the Asset Purchase Agreement. In accordance with the amended agreement, the Share Payment will be made via the issuance of shares on the earlier of (i) the effective date of that certain Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on August 11, 2021 (in which case the stock will be valued at the price set forth in the prospectus that is a part of such Registration Statement, without underwriter discounts) and (ii) April 30, 2023 (in which case the stock will be valued at the average of the last transaction price on the OTCQB for each of the 10 trading days immediately preceding such issuance date). The total principal balance outstanding on the acquisitions payable as of July 31, 2022, was $1,000,000.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the founder shares, representative’s common stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on August 25, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the registration statement for the IPO and may not exercise their demand rights on more than one occasion. Underwriting Agreement The underwriter is entitled to a deferred underwriting discount of 3.6% of the gross proceeds of the Initial Public Offering, which included the exercise of the overallotment option, or $4,554,000, which is recorded as a Deferred underwriting fee and is held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. On August 30, 2022, the Company amended the underwriting agreement to reflect a commission value equal to the product of (i) $4,554,000 and (ii) 1 minus the quotient resulting by dividing the percentage of redemptions of all Public Shares that were originally issued in the Initial Public Offering by 2. Additionally, the payment of the deferred underwriting commission shall be paid in cash but shall be subordinate to the payments of up to $2,500,000 of Sponsor loans to the Company and up to $2,500,000 of debt repayment to other parties. Representative’s Common Stock The Company had agreed to issue to Maxim and/or its designees, 137,500 shares of common stock (or 158,125 shares if the underwriter’s over-allotment option is exercised in full) upon the consummation of the IPO. Upon closing of the IPO on August 30, 2021, the Company issued 158,125 shares of Class A common stock, with a fair value of $1,454,434, to Maxim, the representative of the underwriters, which is deemed compensation by FINRA and therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO. Additionally, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination). Right of First Refusal Subject to certain conditions, the Company granted to Maxim, for a period of 18 months from the closing of the Business Combination, a right of first refusal to act as book running manager and/or placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such 18 month period for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the closing of the IPO. Financial Advisory Agreements In November 2021, the Company entered into agreements with PGP Capital Advisors and Vaughan Capital Advisors whereby such entities would provide financial advisory services to the Company. Pursuant to such agreements, the Company would pay monthly fees to such advisors in the aggregate amount of $25,000 and would reimburse such advisors for their out-of-pocket costs and expenses. The Company also agreed to pay to such advisors an aggregate success fee upon the closing of a business combination transaction equal to the sum of: (i) three percent of the transaction value of the target company in such business combination up to $100 million, plus (ii) two percent of the transaction value of the target company greater than $100 million up to $200 million, plus (iii) one percent of the transaction value of the target company above $200 million. The success fee shall be reduced by the monthly fees previously paid to the financial advisors. The financial advisors shall have the option to receive an equivalent dollar amount of warrants and/or shares of Class A common stock in lieu of cash up to twenty percent of the success fee payable. On August 30, 2022, we amended the agreements with our financial advisors to provide for a $40,000 retainer payment to be paid within forty-five (45) days following the amendment and to provide that if the proposed Business Combination with Digerati closes, the advisors shall be entitled to an aggregate success fee upon the closing of the Business Combination equal to two percent of the transaction value of Digerati up to $100 million, with such success fee to be reduced by the aggregate amount of all payments to the advisors prior to the closing.	Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, representative’s common stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on August 25, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the registration statement for the IPO and may not exercise their demand rights on more than one occasion. Underwriting Agreement The underwriter is entitled to a deferred underwriting discount of 3.6% of the gross proceeds of the Initial Public Offering, which included the exercise of the overallotment option, or $4,554,000, which is recorded as a Deferred underwriting fee and is held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Representative’s Common Stock The Company had agreed to issue to Maxim and/or its designees, 137,500 shares of common stock (or 158,125 shares if the underwriter’s over-allotment option is exercised in full) upon the consummation of the IPO. Upon closing of the IPO on August 30, 2021, the Company issued 158,125 shares of Class A common stock, with a fair value of $1,454,434, to Maxim, the representative of the underwriters, which is deemed compensation by FINRA and therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO. Additionally, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination). Right of First Refusal Subject to certain conditions, the Company granted to Maxim, for a period of 18 months from the closing of the Business Combination, a right of first refusal to act as book running manager and/or placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such 18 month period for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the closing of the IPO. Financial Advisory Agreements In November 2021, the Company entered into agreements with PGP Capital Advisors and Vaughan Capital Advisors whereby such entities would provide financial advisory services to the Company. Pursuant to such agreements, the Company would pay monthly fees to such advisors in the aggregate amount of $25,000 and would reimburse such advisors for their out-of-pocket costs and expenses. The Company also agreed to pay to such advisors an aggregate success fee upon the closing of a business combination transaction equal to the sum of: (i) three percent of the transaction value of the target company in such business combination up to $100 million, plus (ii) two percent of the transaction value of the target company greater than $100 million up to $200 million, plus (iii) one percent of the transaction value of the target company above $200 million. The success fee shall be reduced by the monthly fees previously paid to the financial advisors. The financial advisors shall have the option to receive an equivalent dollar amount of warrants and/or shares of Class A common stock in lieu of cash up to twenty percent of the success fee payable.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred Stock no Class A Common stock Class B Common stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the representative’s common stock) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent warrants issued to the Sponsor, its affiliates, or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company).	Note 7 — Stockholders’ Deficit Preferred Stock no Class A Common stock Class B Common stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the representative’s common stock) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent warrants issued to the Sponsor, its affiliates, or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company).

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 8 - Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 130,165,886 $ 130,165,886 — — Liabilities: Public Warrants: Liabilities 1,138,500 1,138,500 — — Private Placement Warrants: Liabilities 555,797 — — 555,797 $ 1,694,297 $ 1,138,500 $ — $ 555,797 December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,400,078 $ 128,400,078 — — Liabilities: Public Warrants: Liabilities $ 5,313,000 $ 5,313,000 $ — $ — Private Placement Warrants: Liabilities 2,566,959 — — 2,566,959 $ 7,879,959 $ 5,313,000 $ — $ 2,566,959 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Company established the initial fair value of the Public Warrants on August 30, 2021 using a Modified Black Scholes simulation model, and as of September 30, 2022 and December 31, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on August 30, 2021 and on September 30, 2022 and December 31, 2021 by using a modified Black Scholes calculation. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1 as the subsequent valuation was based upon the trading price of the Public Warrants. The following table presents the changes to Level 3 labilities for the year ended September 30, 2022 and December 31, 2021: Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 15,085,335 Transfer of public warrants to Level 1 (10,141,998 ) Change in fair value (2,376,378 ) Fair Value at December 31, 2021 2,566,959 Change in fair value (1,417,244 ) Fair Value at March 31, 2022 1,149,715 Change in fair value (692,454 ) Fair Value at June 30, 2022 457,261 Change in fair value 98,536 Fair Value at September 30, 2022 $ 555,797 The key inputs into the Modified Black Scholes simulation, which is considered to be a Level 3 fair value measurement, as of August 30, 2021, December 31. 2021 and September 30, 2022 were as follows: (Initial Measurement) August 30, 2021 December 31, 2021 September 30, 2022 Risk-free interest rate 0.97 % 1.31 % 4.04 % Expected term remaining (years) 5.91 5.49 5.34 Expected volatility 17.00 % 7.70 % 9.10 % Stock price $ 9.197 $ 9.98 $ 10.14 The probability of a business combination was 90%, 90% and 30% at August 30, 2021, December 31, 2021 and September 30, 2022, respectively. Derivative liability-conversion feature The Company utilizes a Monte Carlo model to estimate the fair value of the conversion feature within the working capital loans which is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the conversion feature are recognized as non-cash gains or losses in the condensed consolidated statements of operations. The key assumptions in the model relate to expected share-price volatility, risk-free interest rate, exercise price, expected term and the probability of occurrence of the transaction. The expected volatility was based on the average volatility of SPACs that are searching for an acquisition target. The risk-free interest rate is based on interpolation of U.S. Treasury yields with a term commensurate with the term of the warrants. The Company anticipates the dividend yield to be zero. The expected term of the warrants is assumed to be the estimated date of a Business Combination. The estimated fair value of the conversion feature related to the working capital loans as of issuance and for the period ended September 30, 2022 are zero. The following are the primary assumptions used for the valuation of the conversion feature within the working capital loans: March 1, March 23, Warrant Valuation Terms 2022 2022 Risk-free interest rate 1.58 % 2.34 % Term 5.40 5.34 Expected volatility 5.90 % 2.80 % Stock Price $ 10.01 $ 10.02 Compound Option Terms Strike price-debt conversion $ 1.00 $ 1.00 Strike–price - warrants $ 11.50 $ 11.50 Term - debt conversion 0.40 0.34 Term - warrant conversion 5.40 5.34 Probability of transaction 80 % 80 % Probability of transaction - Target Date 5/30/2022 40 % 40 % Probability of transaction - Target Date 8/30/2022 60 % 60 % September 30, Warrant Valuation Terms 2022 Risk-free interest rate 4.06 % Term 5.34 Expected volatility 9.10 % Stock Price $ 10.14 Compound Option Terms Strike price-debt conversion $ 1.00 Strike–price - warrants $ 11.50 Term - debt conversion 0.34 Term - warrant conversion 5.34 Probability of transaction - Target Date 11/30/2022 30 % Probability of transaction - Target Date 2/28/2023 70 % The following table presents the changes in the fair value of the Level 3 conversion option: Working Capital Loans- Fair value at issuance dates of March 1, 2022 and March 23, 2022 $ — Change in valuation inputs or other assumptions 1,098 Fair value as of June 30, 2022 1,098 Change in valuation inputs or other assumptions (1,098 ) Fair value as of September 30, 2022 $ --- There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the period ended September 30, 2022 for the derivative liability - conversion feature.	Note 8 — Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,400,078 $ 128,400,078 — — $ 128,400,078 $ 128,400,078 $ — $ — Liabilities: Public Warrants: Liabilities $ 5,313,000 $ 5,313,000 $ — $ — Private Placement Warrants: Liabilities 2,566,959 — — 2,566,959 $ 7,879,959 $ 5,313,000 $ — $ 2,566,959 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Company established the initial fair value of the Public Warrants on August 30, 2021 using a Modified Black Scholes simulation model, and as of December 31, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on August 30, 2021 and on December 31, 2021 by using a modified Black Scholes calculation. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1 as the subsequent valuation was based upon the trading price of the Public Warrants. The following table presents the changes Level 3 labilities for the year ended December 31, 2021: Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 15,085,335 Transfer of public warrants to Level 1 (10,141,998 ) Change in fair value (2,376,378 ) Fair Value at December 31, 2021 $ 2,566,959 The key inputs into the Modified Black Scholes simulation as of August 30, 2021 and December 31, 2021 were as follows: (Initial December 31, Risk-free interest rate 0.97 % 1.31 % Expected term remaining (years) 5.91 5.49 Expected volatility 17.0 % 7.7 % Stock price $ 9.197 $ 9.98 The probability of a business combination was 90% at August 30, 2021 and December 31, 2021

Subsequent Events

Subsequent Events	3 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Oct. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022
Subsequent Events [Line Items]
Subsequent Events		Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosures in the condensed consolidated financial statements.	Note 10 — Subsequent Events Subsequent to December 31, 2021 the Company made draws totaling $337,000 from the $500,000 working capital loan made available by the Sponsor. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement (other than the one described above).
DIGERATI TECHNOLOGIES, INC [Member]
Subsequent Events [Line Items]
Subsequent Events	NOTE 12 – SUBSEQUENT EVENTS Unsecured Convertible Promissory Notes payment On November 4, 2022, the Company made a quarterly principal payment of $250,000 towards the NLI Unsecured Convertible Promissory Notes. NLI Adjustable Note MRC Targets Payment – extension of Deferred Payment amount On November 18, 2022, the Company and The Jerry and Lisa Morris Revocable Trust Dated November 18, 2002 agreed to a Forbearance Agreement which allows the Company to an extension of the principal payment (“Deferred Payment”) amount of $225,000 (originally scheduled to be paid by September 4, 2022), together with interest at the rate of 18% per annum (based upon the number of days elapsed between the date the Deferred Payment is scheduled for payment under the Note and the date the Deferred Payment is actually paid and a year of 360 days), to be paid on or before January 3, 2023 (the period from the Effective Date through January 3, 2023, being the “Forbearance Period”). Securities Purchase Agreement and Promissory Note On November 28, 2022, the Company entered into a securities purchase agreement (the “SPA”) with Mast Hill Fund, L.P. (the “Investor”), whereby the Company issued an unsecured promissory note with a principal amount of approximately $1,670,000 with an original issue discount of $250,500 and subject to annual interest of 10%. The note matures on November 22, 2023 and requires the Company to make amortization payments to the Investor of $200,000 to $400,000 every three (3) months starting in February 2023. The SPA contains customary representations and warranties. The Company also issued 2,100,000 commitment shares and a warrant to purchase 10,500,000 shares at an exercise price of $0.1195 and a term of five years. The Investor has the right to convert all or any portion of the amount the Company owes pursuant to the Note into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at any time on or following the earlier of (i) March 22, 2023 or (ii) sixty (60) calendar days after the closing of the contemplated merger (the “Merger”) of MEOA Merger Sub, Inc., a wholly owned subsidiary of Minority Equality Opportunities Acquisition Inc. (“MEOA”), with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, the Company being a wholly-owned subsidiary of MEOA. The Investor will not convert the Note if such conversion would result in the Investor beneficially owning more than 4.99% of the shares of Common Stock then outstanding. The Note’s conversion price is $0.0956 per share (the “Conversion Price”), subject to adjustment for any stock dividend, stock split, stock combination or similar transaction that proportionately decreases or increases the amount of Common Stock shares outstanding. The Note contains a dilutive issuance provision such that the Conversion Price is subject to a downward adjustment if the Company issues securities with an effective purchase price lower than the conversion price then in effect. The Company shall at all times reserve the greater of (i) 52,405,858 shares of Common Stock; or (ii) three (3) times the number of shares that is actually issuable upon full conversion of the Note (the “Reserved Amount”). Not maintaining the Reserved Amount is an event of default under the Note. The Company is required to file a registration statement to register the commitment shares, the shares issuable upon the exercise of warrants issued with the note and the conversion of the note within 150 days from November 22, 2022, and to have such registration statement made effective within 180 days from November 22, 2022. The Note is a long-term debt obligation that is material to the Company. The Note contains covenants and events of default including if the Company is delinquent in its periodic report filings with the SEC and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The Company used a portion of the net proceeds to make a deposit in the amount of $83,333.33 into the MEOA trust account on November 30, 2022 to extend the period for MEOA to complete its planned merger with the Company an initial business combination for an additional one month from November 30, 2022. The Company was required to make this payment pursuant to the Merger transaction documents. Convertible Promissory Notes On January 24, 2023, Digerati Technologies, Inc. (the “Company”), issued two unsecured convertible promissory notes to two accredited investors (the “January Investors”). The closing of the transactions took place on January 25 and January 26, 2023. Each January Investor lent $600,000 to the Company for total gross proceeds of $1.2 million. Each convertible note has a principal amount of $660,000, a ten percent (10%) per annum interest rate and mature on May 24, 2023. The Company is obligated to make monthly interest only payments and is obligated to pay the principal amount plus any accrued interest on the maturity date. The Company can, at its option, prepay the amount the Company owes pursuant to the convertible notes without a penalty. The maturity date can be extended for up to four (4) additional thirty (30) day periods at the option of the Company in consideration for the issuance to each January Investor of 165,000 shares of the Company’s common stock for each thirty (30) day extension period. The Company issued 660,000 shares of Common Stock to each of the January Investors as additional consideration for the purchase of the Convertible Notes. While the Company intends to repay the convertible notes in full in conjunction with the closing of the Merger, the January Investors will have the right to convert all or any portion of the principal amount the Company owes pursuant to the convertible notes into shares of the Company’s Common Stock at any time on or following the earlier of (i) one hundred twenty (120) calendar days after each convertible note was funded or (ii) sixty (60) calendar days after the closing of the Merger. When the convertible notes are convertible, the conversion price will be $0.10 per share, subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the amount of common stock shares outstanding. Securities Purchase Agreement and Promissory Notes In December 2022, the Company entered into securities purchase agreements (the “SPAs”) with a total of three (3) accredited investors (the “December Investors”). Pursuant to the SPAs, the December Investors purchased, and the Company issued, unsecured promissory notes in the aggregate principal amount totaling $482,354 with an original issue discount totaling $72,354. The gross proceeds the Company received prior to payment of transaction expenses was $410,000. The notes mature in 12 months after issuance and are subject to annual interest of 10%. While the Company intends to repay the notes in full in conjunction with the closing of the Merger, the December Investors will have the right to convert all or any portion of the amount the Company owes pursuant to the note into shares of the Company’s common stock at any time on or following the earlier of (i) four (4) months after the issuance date of the notes or (ii) sixty (60) calendar days after the closing of the Merger. The December Investors will not convert the notes if such conversion would result in a December Investor together with such December Investor’s affiliates and any other persons acting as a group together with such December Investor or any of such December Investor’s affiliates beneficially owning more than 4.99% of the shares of common stock then outstanding. When the notes are convertible, the conversion price will be $0.0956 per share, subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the amount of common stock shares outstanding. Notes Commitment Shares and Warrant In connection with the purchase of the Notes and pursuant to the SPAs, the Company issued a total of (i) 606,907 shares of Common Stock to the Investor (the “Notes Commitment Shares”) and (ii) warrants to the December Investors to purchase up to 3,034,535 shares of Common Stock (the “Warrants”). The Warrants can be exercised for five (5) years from the date of issuance, have an exercise price of $0.1195 (the “Exercise Price”), under a cash or cashless exercise provision at the option of the December Investors. The Exercise Price and the amount of warrant shares is subject to adjustment for any stock dividend, stock split, stock combination or other similar transaction that proportionately decreases or increases the amount of Common Stock shares outstanding. If the Company does not make the Notes amortization payments, the Exercise Price could be subject to a downward adjustment pursuant to dilutive issuance provision in the Warrants that is similar to the one provided for in the Notes. Each December Investor will not exercise its Warrant if such exercise would result in such December Investor together with such December Investor’s affiliates and any other persons acting as a group together with such December Investor or any of such December Investor’s affiliates beneficially owning more than 4.99% of the shares of Common Stock then outstanding. The Company can force the exercise of the Warrants if, among other requirements, (i) the VWAP (as defined in the Warrants) of the Common Stock during each of the ten (10) trading days prior to the date on which the Company will deliver shares to the December Investors pursuant to the forced exercise (the “Forced Exercise Shares”) equals or exceed 250% of the Exercise Price and (ii) the trading volume of the Common Stock equals or exceeds the Forced Exercise Share amount during each of the ten (10) trading days prior to the date of delivery of such shares. Registration Rights Agreement In connection with the signing of the SPAs and the issuance of the Notes and Warrants, the Company and the December Investors entered into Registration Rights Agreements (the “RRAs”) with regard to the Notes Commitment Shares, the Notes Conversion Shares, and the shares of Common Stock issuable pursuant to the exercise of the Warrants (the “Warrant Shares” and, together with the Notes Commitment Shares and the Notes Conversion Shares, the “Registrable Securities”). Pursuant to the RRA, the Company is obligated to file a registration statement with the Securities and Exchange Commission to register the Registrable Securities under the Securities Act of 1933, as amended (the “Securities Act”) for resale by the December Investors. The RRA’s deadline to file the resale registration statement is within one hundred fifty (150) days of the date of the SPAs with the effectiveness deadline being within one hundred eighty (180) days of the date of the SPAs. Failure to meet these deadlines constitutes an event of default under the Notes. Second Amendment to Asset Purchase Agreement On December 5, 2022, the Company, amended its Asset Purchase Agreement related to the Skynet acquisition to extend the quarterly payment of $100,000 due on December 15, 2022 until the closing of the Company’s planned merger with MEOA. NLI Adjustable Note MRC Targets Payment On December 12, 2022, the Company paid the NLI Adjustable MRC target payment for the quarter ended October 31, 2022 for $250,000.			NOTE 18 - SUBSEQUENT EVENTS MEOA Business Combination On August 30, 2022, Digerati entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement MEOA Merger Sub The Business Combination Agreement and the transactions contemplated thereby were approved by the board of directors of each of MEOA and Digerati. The Business Combination Agreement provides, among other things, that Merger Sub will merge with and into Digerati, with Digerati as the surviving company in the merger and, after giving effect to such merger, Digerati shall be a wholly-owned subsidiary of MEOA (the “ Merger ” Business Combination In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, among other things: (i) each share of Digerati common stock outstanding as of immediately prior to the Effective Time will be exchanged for shares of MEOA common stock, par value $0.0001 per share (each, an “ MEOA Share MEOA Shares Exchange Ratio MEOA Class A Common Stock MEOA Class B Common Stock The Business Combination is expected to close in the first calendar quarter of 2023, following the receipt of the required approval by the stockholders of MEOA and Digerati, approval by Nasdaq The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing, including, without limitation, (i) by the mutual written consent of MEOA and Digerati; (ii) by MEOA, subject to certain exceptions, if any of the representations or warranties made by Digerati are not true and correct or if Digerati fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the closing) such that certain conditions to our obligations could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) February 25, 2023 (the “Termination Date”); (iii) by Digerati, subject to certain exceptions, if any of the representations or warranties made by our company or Merger Sub are not true and correct or if MEOA or Merger Sub fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the closing) such that the condition to the obligations of Digerati could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) the Termination Date; (iv) by either MEOA or Digerati, if the closing does not occur on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement; (v) by either MEOA or Digerati, if (A) any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and non-appealable; or (B) if the Required MEOA Stockholder Consent is not obtained; (vi) by MEOA, if (A) Digerati does not deliver, or cause to be delivered to MEOA a Transaction Support Agreement duly executed by certain Digerati stockholders or (B) the Digerati stockholders meeting has been held, has concluded, the Digerati stockholders have duly voted, and Digerati stockholder approval was not obtained; (vii) by MEOA, if Digerati does not deliver, or cause to be delivered, to MEOA a duly executed copy of the PRG Resolution Agreement on or prior to October 15, 2022. The parties are currently negotiating an extension to this deadline. There can be no assurance that an agreement on this matter will be reached; (viii) by Digerati, should MEOA not have timely taken such actions as are reasonably necessary to extend the period of time to complete an initial business combination for an additional period of three months from November 30, 2022; provided, that it shall be the obligation of Digerati to timely make the deposit into the Trust Account in connection with such extension, and Digerati shall not have a right to terminate the Business Combination Agreement as a result of Digerati’s failure to make such deposit; (ix) by MEOA should Digerati not deposit into the Trust Account in a timely manner the funds necessary to extend the period for our company to complete an initial business combination for an additional period of three months from November 30, 2022, in accordance with, and as required pursuant to, the Business Combination Agreement; and (x) by MEOA should: (A) Nasdaq not approve the initial listing application for the combined company with Nasdaq in connection with the Business Combination; (B) the combined company not have satisfied all applicable initial listing requirements of Nasdaq; or (C) the common stock of the combined company not have been approved for listing on Nasdaq prior to the date of the closing. If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a willful breach of any covenant or agreement under the Business Combination Agreement or fraud, provided, that (A) if MEOA terminates the Business Combination Agreement pursuant to clauses (ii), (vi), (vii) or (viii) of the preceding paragraph, Digerati shall pay to MEOA, promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $2,000,000, (B) if Digerati terminates the Business Combination Agreement pursuant to clauses (iii) or (ix) of the preceding paragraph, MEOA shall pay to Digerati promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $2,000,000 and (C) in the event of a termination by MEOA pursuant to clauses (ix) or (x) of the preceding paragraph, Digerati shall pay to MEOA, promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $1,265,000. Convertible Notes Extensions On various dates in August, September and October 2022, the Company entered into several note extension agreements and as consideration for the extensions, the Company issued a total of 2,060,000 shares with a fair value of $252,340. The Company also agreed to add a total of $302,500 to the principal amounts owed to the noteholders. Unsecured Convertible Promissory Notes payment On September 5, 2022, the Company made a quarterly principal payment of $250,000 towards the NLI Unsecured Convertible Promissory Notes. Convertible Promissory Notes & Equity Issuance On various dates in September and October 2022, the Company entered into 2 convertible promissory notes with principal balances totaling $350,000 which are subject to annual interest of 8% and mature over a period ranging from 6 months to 1 year. The Company issued 150,000 shares of common stock with a fair market value of $20,145. The notes are convertible into shares of common stock at a conversion price equal to the greater of (i) $0.15 per share (the “Fixed Conversion Price”), or (ii) seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”). One of the convertible promissory notes provided, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the qualified uplisting financing of over $4MM. If, no later than July 31, 2023, the Company shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the note will be adjusted to equal the lesser of (i) $0.10 per share; or (ii) seventy-five percent (75%) of the lowest VWAP in the preceding twenty (20) consecutive trading days. In October 2022, the Company entered into a convertible promissory note with principal balances totaling $165,000 which is subject to annual interest of 8% and mature over a period of 9 months. The Company issued 300,000 shares of common stock with a fair market value of $45,000. The note is convertible at a conversion price equal to the greater of $0.10 or 25% discount to up-listing price of offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American. Promissory Note Extension On September 8, 2022, the holder of a promissory note for $50,000, originally secured on October 22, 2018, agreed to extend the maturity date until January 31, 2023, all other terms remained the same. Promissory Note - related party On October 4, 2022, the Company entered into a $150,000 promissory note, with the Company’s president, Derek Gietzen, with a maturity date of October 15, 2022, and annual interest rate of 11%. On October 17, 2022, the Company paid the total principal outstanding of $150,000, plus accrued interest. Amendment to Forbearance Agreement On October 17, 2022, T3 Nevada, and Post Road Group, agreed to Amend the Forbearance Agreement dated June 13, 2022, pursuant to an Amendment to Forbearance Agreement (the “Amendment”). The Amendment was entered into because certain events of default related to both the Credit Agreement and the Joinder that had occurred prior to the parties’ entering into the Forbearance Agreement were continuing (the “Prior Existing Defaults”), certain additional events of default related to the Credit Agreement had occurred since the date of the Forbearance Agreement (the “Additional Existing Defaults”), and the parties anticipated that additional events of default with respect to the Credit Agreement will occur (the “Anticipated Defaults”). The Additional Existing Defaults related to financial covenants were failure to maintain a Senior Leverage Ratio (as defined in the Credit Agreement) of less than 4.06 to 1.00 for the fiscal quarter ended July 31, 2022, and failure to maintain Minimum Liquidity (as defined in the Credit Agreement) of $2.0 million for the fiscal quarter ended July 31, 2022. The Anticipated Defaults related to financial covenants are failure to maintain a Senior Leverage Ratio of less than 4.05 to 1.00 for the fiscal quarter ending October 31, 2022, and failure to maintain Minimum Liquidity of $2.0 million for the fiscal quarter ending October 31, 2022. The Additional Existing Defaults and Anticipated Defaults unrelated to financial covenants relate to the Loan Parties’ failure to deliver a compliance certificate for the fiscal quarter ended July 31, 2022, and ending October 31, 2022, respectively and, with respect to the Additional Existing Defaults, to timely deliver an executed copy of an amendment to a lease agreement. Pursuant to the Amendment, Post Road agreed to forbear through the Amended Forbearance Period (as defined below) from (i) exercising its rights and remedies with regard to the Prior Existing Defaults, the Additional Existing Defaults, and the Anticipated Defaults and (ii) requiring compliance with the financial covenants set forth in Section 11.12 of the Credit Agreement. The “Amended Forbearance Period” is from June 13, 2022, through the earlier of (a) November 15, 2022, (b) the date on which any other event of default not enumerated in the Amendment occurs or is deemed to have occurred, or (c) the date of any failure of any Loan Party to comply with any term, condition, or provision of the Forbearance Agreement as amended by the Amendment. The Amendment does not constitute a waiver of the defaults enumerated therein nor does it impair the ability of Post Road to exercise its rights and remedies after the expiration of the Amended Forbearance Period.

Income Tax

Income Tax	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Jul. 31, 2022
Income Tax [Line Items]
Income Tax	Note 9 – Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Start-up costs 80,282 Federal net operating loss 36,498 Total deferred tax asset 116,781 Valuation allowance (116,781 ) Deferred tax asset, net of allowance $ — The income tax provision (benefit) consists of the following: For the period Federal Current $ — Deferred (116,781 ) State Current — Deferred — Valuation allowance 116,781 Income tax provision $ — As of December 31, 2021, the Company had $173,802 in U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 18, 2021 (inception) through December 31, 2021, the change in valuation allowance was $116,781. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit — % Meals and entertainment % Offering expenses 2.6 % Change in fair value of warrants (25.6 )% Valuation allowance 2.0 % Income tax provision — % The Company’s effective tax rate for the period presented differs from the expected (statutory) rates due to the change in fair value of warrant liabilities, non-deductible offering costs, and the recording of a full valuation allowance on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and Texas and is subject to income tax examinations by various taxing authorities.
DIGERATI TECHNOLOGIES, INC [Member]
Income Tax [Line Items]
Income Tax		NOTE 5 - INCOME TAXES Digerati files a consolidated tax return. The current tax year is subject to examination by the Internal Revenue Service and certain state taxing authorities. As of July 31, 2022, Digerati had net operating loss carryforwards of approximately $26,356,740 to reduce future federal income tax liabilities; net loss from 2018 and on will be carryforward indefinitely, the net loss carryforwards prior to 2018 started expiring in 2021. Under the enacted Tax Cuts and Jobs Act (TCJA), the new effective Corporate flat tax rate is 21% (effective for tax years beginning after December 31, 2017). Income tax benefit (provision) for the years ended July 31, 2022, and 2021 are as follows: The effective tax rate for Digerati is reconciled to statutory rates as follows: 2022 2021 Expected Federal benefit (provision), at statutory rate 21.0 % 21.0 % Change in valuation allowance (21.0 )% (21.0 )% 0.0 % 0.0 % Deferred tax assets are comprised of the following as of July 31, 2022 and 2021: 2022 2021 Net operating loss carryover $ 5,534,915 $ 3,242,773 Valuation allowance (5,534,915 ) (3,242,773 ) Total deferred tax asset, net $ - $ - The change in the valuation allowance for 2022 resulted in an increase of approximately $2,292,142. Management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in Digerati’s consolidated financial statements. The current year remains open to examination by the major taxing jurisdictions in which Digerati is subject to tax. The Company files a calendar year return, and the net operating loss was adjusted for the fiscal year ended July 31, 2022. The federal and state NOLs may be subject to certain limitations under Section 382 of the Internal Revenue Code, which could significantly restrict the Company’s ability to use the NOLs to offset taxable income in subsequent years. We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluate on new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Oct. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Basis of Presentation [Line Items]
BASIS OF PRESENTATION	NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements of Digerati Technologies, Inc. (“we” “us,” “our,” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended July 31, 2022, contained in the Company’s Form 10-K filed on October 31, 2022 have been omitted. MEOA Business Combination On August 30, 2022, Digerati entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement MEOA Merger Sub The Business Combination Agreement and the transactions contemplated thereby were approved by the board of directors of each of MEOA and Digerati. The Business Combination Agreement provides, among other things, that Merger Sub will merge with and into Digerati, with Digerati as the surviving company in the merger and, after giving effect to such merger, Digerati shall be a wholly owned subsidiary of MEOA (the “ Merger ” Business Combination In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, among other things: (i) each share of Digerati common stock outstanding as of immediately prior to the Effective Time will be exchanged for shares of MEOA common stock, par value $0.0001 per share (each, an “ MEOA Share MEOA Shares Exchange Ratio MEOA Class A Common Stock MEOA Class B Common Stock The Business Combination is expected to close during the fiscal year of 2023, following the receipt of the required approval by the stockholders of MEOA and Digerati, approval by Nasdaq Earnings (Loss) Per Share Basic and diluted earnings (loss) per share is computed by dividing loss attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the respective period presented in the Company’s accompanying condensed consolidated financial statements. Fully-diluted earnings (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of dilutive Common Stock equivalents using the treasury stock method for options and warrants and the if-converted method for convertible debt. Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 $ (0.03 ) $ 0.02 Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 Less: adjustments to net income $ - $ (4,331 ) NET INCOME (LOSS) - DILUTED SHARES OUTSTANDING CALCULATION $ (4,988 ) $ (1,912 ) DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 Warrants and Options to purchase common stock - 100,731,026 Convertible Debt - 11,273,568 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED 143,067,151 250,723,611 LOSS PER COMMON SHARE - DILUTED $ (0.03 ) $ (0.01 ) The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive Three months ended 2022 2021 Convertible Preferred Shares 57,501,882 56,405,216 Convertible Debt 37,963,920 11,966,667 Total 95,465,802 68,371,883 Treasury Shares As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 45,000,000 treasury shares for consideration for future conversions and exercise of warrants, for convertible notes with fixed conversion price, notes with variable conversion feature with a floor and warrants with a conversion price floor. The Company will evaluate the reserved treasury shares on a quarterly basis, and if necessary, reserve additional treasury shares. As of October 31, 2022, we believe that the treasury shares reserved are sufficient for any future conversions of these instruments. As a result, these debt instruments and warrants are excluded from derivative consideration. Customers and Suppliers We rely on various suppliers to provide services in connection with our VOIP and UCaaS offerings. Our customers include businesses in various industries including Healthcare, Banking, Financial Services, Legal, Real Estate, and Construction. We are not dependent upon any single supplier or customer. During the three months ended October 31, 2022 and 2021, the Company did not derive revenues of 10% or more from any single customer. As of October 31, 2022, and 2021, the Company did not have outstanding accounts receivable of 10% or more from any single customer. Sources of revenue: The Company recognizes cloud-based hosted services revenue, mainly from subscription services for its cloud telephony applications that includes hosted IP/PBX services, SIP trunking, call center applications, auto attendant, voice, and web conferencing, call recording, messaging, voicemail to email conversion, integrated mobility applications that are device and location agnostic, and other customized applications. Other services include enterprise-class data and connectivity solutions through multiple broadband technologies including cloud WAN or SD-WAN (Software-defined Wide Area Network), fiber, and Ethernet over copper. We also offer remote network monitoring, data backup and disaster recovery services. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer. Service Revenue Service revenue from subscriptions to the Company’s cloud-based technology platform is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as deferred revenue. Usage fees, either bundled or not bundled, are recognized when the Company has a right to invoice. Professional services for configuration, system integration, optimization, customer training and/or education are primarily billed on a fixed-fee basis and are performed by the Company directly. Alternatively, customers may choose to perform these services themselves or engage their own third-party service providers. Professional services revenue is recognized over time, generally as services are activated for the customer. Product Revenue The Company recognizes product revenue for telephony equipment at a point in time, when transfer of control has occurred, which is generally upon delivery. Sales returns are recorded as a reduction to revenue estimated based on historical data. Disaggregation of Cloud-based hosted revenues. Summary of disaggregated revenue is as follows (in thousands): For the Three Months ended 2022 2021 Cloud software and service revenue $ 8,076 $ 3,703 Product revenue 54 74 Total operating revenues $ 8,130 $ 3,777 Contract Assets Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services or equipment for a reduced consideration at the onset of an arrangement; for example, when the initial month’s services or equipment are discounted. Contract assets are included in prepaid and other current assets in the consolidated balance sheets, depending on if their reduction is recognized during the succeeding 12-month period or beyond. Contract assets as of October 31, 2022, and July 31, 2022, were $5,988 and $6,701, respectively. Deferred Income Deferred income represents billings or payment received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services, for services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding 12-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other noncurrent liabilities in the consolidated balance sheets. Deferred income as of October 31, 2022, and July 31, 2022, were $244,530 and $66,167, respectively. Customer deposits The Company in some instances requires customers to make deposits for last month of services, equipment, installation charges and training. As equipment is installed and training takes places the deposits are then applied to revenue. The deposit for the last month of services is applied to any outstanding balances if services are cancelled. If the customer’s account is paid in full, the Company will refund the full deposit in the month following service termination. As of October 31, 2022, and July 31, 2022, Digerati’s customer deposits balance was $873,518 and $864,345, respectively. The customer deposit balance is included as part of deferred income on the consolidated balance sheet. Costs to Obtain a Customer Contract Direct incremental costs of obtaining a contract, consisting of sales commissions, are deferred and amortized over the estimated life of the customer, which currently averages 36 months. The Company calculates the estimated life of the customer on an annual basis. The Company classifies deferred commissions as prepaid expenses or other noncurrent assets based on the timing of when it expects to recognize the expense. As of October 31, 2022, the Company has $317,358 in deferred commissions/contract costs. Sales commissions expensed for the three months ended October 31, 2022 and October 31, 2021, were $676,608 and $323,704, respectively. The cost to obtain customer contract balance is included as part of prepaid expenses on the consolidated balance sheet. Direct Costs - Cloud software and service We incur bandwidth and colocation charges in connection with our UCaaS or cloud communication services. The bandwidth charges are incurred as part of the connectivity between our customers to allow them access to our various services. We also incur costs from underlying providers for fiber, internet broadband, and telecommunication circuits in connection with our data and connectivity solutions. Derivative financial instruments Digerati does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. However, Digerati evaluates its convertible instruments and free-standing instruments such as warrants for derivative liability accounting. 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. Any changes in fair value are recorded as non-operating, non-cash income or expense for each reporting period. For derivative notes payable conversion options and warrants Digerati uses the Black-Scholes option-pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date. Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. Our derivative liabilities as of October 31, 2022, and July 31, 2022, are approximately $13,664,035 and $10,587,717, respectively. The following table provides the fair value of the derivative financial instruments measured at fair value using significant unobservable inputs: Fair value measurements at reporting date using. Quoted prices in active markets Significant Significant Description Fair Value (Level 1) (Level 2) (Level 3) Derivative liability at July 31, 2022 $ 10,587,717 - - $ 10,587,717 Derivative liability at October 31, 2022 $ 13,664,035 - - $ 13,664,035 The fair market value of all derivatives during the year ended July 31, 2022, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years The fair market value of all derivatives during the three months ended October 31, 2022, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 86.37% - 230.15% Risk-free interest rate 4.00% - 4.10% Expected term 0.16 - 8.05 years The following table provides a summary of the changes in fair value of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs: Balance at July 31, 2022 $ 10,587,717 Derivative loss 3,076,318 Balance at October 31, 2022 $ 13,664,035 Noncontrolling interest The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, On May 1, 2018, T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (“SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days. For the three months ended October 31, 2022, and 2021, the Company accounted for a noncontrolling interest of $161,000 and $158,000, respectively. Additionally, one of the buyers serves as a Board Member of T3 Communications, Inc., a Florida Corporation, one of our operating subsidiaries. Recently issued accounting pronouncements. Recent accounting pronouncements, other than below, issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not, or are not, believed by management to have a material effect on the Company’s present or future financial statements. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this ASU on its financial statements.

Going Concern

Going Concern	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Going Concern [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN Financial Condition The Company’s consolidated financial statements for the three months ended October 31, 2022, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. Since the Company’s inception in 1993, the Company has incurred net losses and accumulated a deficit of approximately $118,377,000, a working capital deficit of approximately $43,296,000 which raise substantial doubt about Digerati’s ability to continue as a going concern. Management Plans to Continue as a Going Concern Management believes that available resources as of October 31, 2022, will not be sufficient to fund the Company’s operations and corporate expenses over the next 12 months. The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, and other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team in lieu of cash, or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding, the Company will seek to secure such best-efforts funding from various possible sources, including equity or debt financing, sales of assets, or collaborative arrangements. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences, or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise additional funds or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be unable to execute its business plan, the Company could be required to curtail its operations, and the Company may not be able to pay off its obligations, if and when they come due. We are currently taking initiatives to reduce our overall cash deficiencies on a monthly basis. During fiscal 2023 certain members of our management team will continue to receive a portion of their compensation in common stock to reduce the depletion of our available cash. To strengthen our business, we intend to adopt best practices from or recent acquisitions and invest in a marketing and sales strategy to grow our monthly recurring revenue; we anticipate utilizing our value-added resellers and channel partners to tap into new sources of revenue streams; and we have also secured numerous agent agreements through our recent acquisitions that we anticipate will accelerate revenue growth. In addition, we will continue to focus on selling a greater number of comprehensive services to our existing customer base. Further, in an effort to increase our revenues, we will continue to evaluate the acquisition of various assets with emphasis in VoIP Services and Cloud Communication Services. As a result, during the due diligence process we anticipate incurring significant legal and professional fees. Our cash requirements to meet our interest payments to Post Road, capital expenditure needs, and operational cash flow needs over the next 18 months are estimated to be approximately $3,500,000. The Company anticipates issuing additional equity or securing additional Convertible Notes to secure the funding required to meet these cash needs. There can be no assurance that the Company will be able to raise additional funds or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, the Company may not be able to meet its interest payments, capital expenditures and operational needs. As a result, the Company will be required to negotiate with its lender the terms of the current financing agreements, in addition to postponing the timing of deployment of its capital expenditures and extending the timing of the operational cash needs. The Credit Agreement contains customary representations, warranties, and indemnification provisions. The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the loan parties as well as financial performance. Below are key covenants requirements, (measured quarterly) as of October 31, 2022: ● Maximum Allowed - Senior Leverage Ratio of 4.05 to 1.00 ● Minimum Allowed - EBITDA of $3,771,629 ● Minimum Allowed - Liquidity of $2,000,000 ● Maximum Allowed - Capital Expenditures of $94,798 (Quarterly) ● Minimum Allowed - Fixed Charge Coverage Ratio of 1.5 to 1.00 ● Maximum Allowed - Churn of 3.00% at any time On December 15, 2022, the lender agreed to forbear the financial covenants that were not complied with during the quarter ended October 31,2022. While Digerati, the parent company of T3 Nevada, is not subject to these financial covenants, they have had and will continue to have a material impact on T3 Nevada’s expenditures and ability to raise funds. In addition, our Term Loan C Note with Post Road with a maturity date of August 4, 2023, requires a full principal payment (currently $10,000,000) and accrued interest by the maturity date. We will work with our equity partners to secure additional financings to meet this obligation by the maturity date. In addition, we will work with our lender on the current terms to the Term Loan C Note, to extend the maturity date or restructure the terms of the note. There can be no assurance that the Company will be able to raise additional funds or raise them on acceptable terms to meet the cash payment requirements on the Term Loan C Note. In addition, there can be no assurance that we will be able to restructure the terms or extend the maturity date of the Term Loan C Note with Post Road. If the Company is not able to restructure the financing or repay the Term Loan C Note by the August 4 th We have been successful in raising debt and equity capital in the past and as described in Notes 6, 7, 8, and 12. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. The current Credit Agreement with Post Road will allow the Company to continue acquiring UCaaS service providers that meet the Company’s acquisition criteria. Management anticipates that future acquisitions will provide additional operating revenues to the Company as it continues to execute on its consolidation strategy. There can be no guarantee that the planned acquisitions will close or that they will produce the anticipated revenues on the schedule anticipated by management. The Company will continue to work with various funding sources to secure additional debt and equity financings. However, Digerati cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern. Our current cash expenses are expected to be approximately $1,300,000 per month, including wages, rent, utilities, corporate expenses, and legal professional fees associated with potential acquisitions. As described elsewhere herein, we are not generating sufficient cash from operations to pay for our corporate and ongoing operating expenses, or to pay our current liabilities. As of October 31, 2022, our total liabilities were approximately $71,269,000, which included $13,664,000 in derivative liabilities. We will continue to use our available cash on hand to cover our deficiencies in operating expenses. Digerati’s consolidated financial statements as of October 31, 2022, do not include any adjustments that might result from the inability to implement or execute Digerati’s plans to improve our ability to continue as a going concern.	NOTE 2 - GOING CONCERN Financial Condition The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. Since the Company’s inception in 1993, the Company has incurred net losses and accumulated a deficit of approximately $113,393,000 and a working capital deficit of approximately $29,323,000 which raises substantial doubt about Digerati’s ability to continue as a going concern. Management Plans to Continue as a Going Concern Management believes that available resources as of July 31, 2022, will not be sufficient to fund the Company’s operations and corporate expenses over the next 12 months. The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, and other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team in lieu of cash, or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding, the Company will seek to secure such best-efforts funding from various possible sources, including equity or debt financing, sales of assets, or collaborative arrangements. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences, or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise additional funds or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be unable to execute its business plan, the Company could be required to curtail its operations, and the Company may not be able to pay off its obligations, if and when they come due. We are currently taking initiatives to reduce our overall cash deficiencies on a monthly basis. During fiscal 2022 certain members of our executive management team have taken a significant portion of their compensation in common stock to reduce the depletion of our available cash. To strengthen our business, we intend to adopt best practices from our recent acquisitions and invest in a marketing and sales strategy to grow our monthly recurring revenue; we anticipate utilizing our value-added resellers and channel partners to tap into new sources of revenue streams; and we have also secured numerous agent agreements through our recent acquisitions that we anticipate will accelerate revenue growth. In addition, we will continue to focus on selling a greater number of comprehensive services to our existing customer base. Further, in an effort to increase our revenues, we will continue to evaluate the acquisition of various assets with emphasis in VoIP Services and Cloud Communication Services. As a result, during the due diligence process we anticipate incurring significant legal and professional fees. We have been successful in raising debt and equity capital in the past and as described in Notes 10, 11 and 12. We have financing efforts in place to continue to raise cash through debt and equity offerings. Although we have successfully completed financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. The current Credit Agreement with Post Road will allow the Company to continue acquiring UCaaS service providers that meet the Company’s acquisition criteria. Management anticipates that future acquisitions will provide additional operating revenues to the Company as it continues to execute on its consolidation strategy. There can be no guarantee that the planned acquisitions will close or that they will produce the anticipated revenues on the schedule anticipated by management. The Company will continue to work with various funding sources to secure additional debt and equity financings. However, Digerati cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern. Digerati’s consolidated financial statements as of July 31, 2022, do not include any adjustments that might result from the inability to implement or execute Digerati’s plans to improve our ability to continue as a going concern.

Intangible Assets

Intangible Assets	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Intangible Assets [Line Items]
INTANGIBLE ASSETS	NOTE 3 – INTANGIBLE ASSETS Below are summarized changes in intangible assets at October 31, 2022, and July 31, 2022: Gross Accumulated Net Carrying October 31, 2022 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (38,017 ) 1,983 Customer relationships, 7 years 10,947,262 (2,943,548 ) 8,003,714 Trademarks, 7 & 10 years 7,148,000 (1,226,311 ) 5,921,689 Non-compete, 2 & 3 years 931,000 (507,083 ) 423,917 Marketing & Non-compete, 5 years 800,263 (719,983 ) 80,280 Total Definite-lived Intangible Assets 20,016,525 (5,584,942 ) 14,431,583 Goodwill 19,380,080 - 19,380,080 Balance, October 31, 2022 $ 39,396,605 $ (5,584,942 ) $ 33,811,663 Gross Accumulated Net Carrying July 31, 2022 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (36,684 ) 3,316 Customer relationships, 7 years 10,947,262 (2,573,052 ) 8,374,210 Trademarks, 7 & 10 years 7,148,000 (993,806 ) 6,154,194 Non-compete, 2 & 3 years 931,000 (394,583 ) 536,417 Marketing & Non-compete, 5 years 800,263 (679,980 ) 120,283 Total Definite-lived Intangible Assets 20,016,525 (4,828,105 ) 15,188,420 Goodwill 19,380,080 - 19,380,080 Balance, July 31, 2022 $ 39,396,605 $ (4,828,105 ) $ 34,568,500 Total amortization expense for the three months ended October 31, 2022, and 2021 was $756,837 and $433,785, respectively.	NOTE 3 - INTANGIBLE ASSETS Below are summarized changes in intangible assets at July 31, 2022, and July 31, 2021: July 31, 2022 Gross Carrying Accumulated Net Carrying NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (36,684 ) 3,316 Customer relationships, 7 years 10,947,262 (2,573,052 ) 8,374,210 Trademarks, 7 & 10 years 7,148,000 (993,806 ) 6,154,194 Non-compete, 2 & 3 years 931,000 (394,583 ) 536,417 Marketing & Non-compete, 5 years 800,263 (679,980 ) 120,283 Total Definite-lived Intangible Assets 20,016,525 (4,828,105 ) 15,188,420 Goodwill 19,380,080 - 19,380,080 Balance, July 31, 2022 $ 39,396,605 $ (4,828,105 ) $ 34,568,500 July 31, 2021 Gross Carrying Accumulated Amortization Net Carrying NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (28,672 ) 11,328 Customer relationships 7 years 6,790,000 (1,310,720 ) 5,479,280 Trademarks, 7 years 2,870,000 (307,500 ) 2,562,500 Non-compete, 2 & 3 years 291,000 (97,500 ) 193,500 Marketing & Non-compete, 5 years 800,000 (520,000 ) 280,000 Total Definite-lived Intangible Assets 10,941,000 (2,414,392 ) 8,526,608 Goodwill 3,931,298 - 3,931,298 Balance, July 31, 2021 $ 14,872,298 $ (2,414,392 ) $ 12,457,906 Total amortization expense for the year ended July 31, 2022, and 2021 was $2,448,274 and $1,396,214, respectively.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Stock-Based Compensation [Line Items]
STOCK-BASED COMPENSATION	NOTE 4 – STOCK-BASED COMPENSATION In November 2015, the Company adopted the Digerati Technologies, Inc. 2015 Equity Compensation Plan (the “Plan”). The Plan authorizes the grant of up to 7.5 million stock options, restricted common shares, non-restricted common shares and other awards to employees, directors, and certain other persons. The Plan is intended to permit the Company to retain and attract qualified individuals who will contribute to the overall success of the Company. The Company’s Board of Directors determines the terms of any grants under the Plan. Exercise prices of all stock options and other awards vary based on the market price of the shares of common stock as of the date of grant. The stock options, restricted common stock, non-restricted common stock, and other awards vest based on the terms of the individual grant. During the three months ended October 31, 2022 and October 31, 2021, the Company did not issue any new stock options. The Company recognized approximately $22,996 and $23,394 in stock-based compensation expense for stock options to employees for the three months ended October 31, 2022, and 2021, respectively. Unamortized compensation stock option cost totaled $74,976 and $172,441 as of October 31, 2022, and October 31, 2021, respectively. A summary of the stock options outstanding as of October 31, 2022, and July 31, 2022, and the changes during the three months ended October 31, 2022, are presented below: Weighted average Weighted average Options price term (years) Outstanding at July 31, 2022 9,130,000 $ 0.17 2.39 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding on October 31, 2022 9,130,000 $ 0.17 2.13 Exercisable on October 31, 2022 7,766,613 $ 0.19 1.96 The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of the 9,130,000 and 9,130,000 stock options outstanding as of October 31, 2022, and July 31, 2022, was $320,160 and $191,722, respectively. The aggregate intrinsic value of 7,766,613 and 7,551,179 stock options exercisable on October 31, 2022, and July 31, 2022, was $212,330 and $110,380, respectively.	NOTE 6 - STOCK-BASED COMPENSATION In November 2015, the Company adopted the Digerati Technologies, Inc. 2015 Equity Compensation Plan (the “Plan”). The Plan authorizes the grant of up to 7.5 million stock options, restricted common shares, non-restricted common shares and other awards to employees, directors, and certain other persons. The Plan is intended to permit the Company to retain and attract qualified individuals who will contribute to the overall success of the Company. The Company’s Board of Directors determines the terms of any grants under the Plan. Exercise prices of all stock options and other awards vary based on the market price of the shares of common stock as of the date of grant. The stock options, restricted common stock, non-restricted common stock, and other awards vest based on the terms of the individual grant. During the year ended July 31, 2022, the Company extended the expiration date on 1,150,000 previously issued stock options to various employees until July 31, 2025, and the exercise price of these options was set at $0.11 per share. The modification of these stock options created a nominal expense to the Company. During the year ended July 31, 2021, we issued: ● 7,858,820 shares of common stock to various employees for services in lieu of cash compensation and as part of the Company’s Non-Standardized profit-sharing plan. The Company recognized stock-based compensation expense of $264,712 equivalent to the value of the shares calculated based on the share’s closing price at the grant dates. ● 4,230,000 options to purchase common shares to various employees with an exercise price ranging from $0.042 to $0.1475 per share and a term of 5 years. At issuance, 200,000 of the options vested, 400,000 of the options will vest equally over a period of two years, and 3,630,000 of the options will vest equally over a period of three years. At issuance the stock options had a fair market value of $267,343. The fair market value of all options issued during the year ended July 31, 2021, were determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 197.71% - 198.82% Risk-free interest rate 0.22% - 0.34% Expected term 2.0 - 3.0 years. Digerati recognized approximately $98,000 and $399,500 in stock-based compensation expense to employees during the years ended July 31, 2022, and 2021, respectively. Unamortized compensation cost totaled $97,972 and $195,835 at July 31, 2022, and July 31, 2021, respectively. A summary of the stock options as of July 31, 2022, and July 31, 2021, and the changes during the years ended July 31, 2022, and July 31, 2021: Options Weighted- Weighted- Outstanding at July 31, 2020 5,000,000 $ 0.27 2.66 Granted 4,230,000 $ 0.05 4.39 Exercised - - - Forfeited and cancelled - - - Outstanding at July 31, 2021 9,230,000 $ 0.17 2.93 Granted - - - Exercised - - - Forfeited and cancelled (100,000 ) $ 0.25 - Outstanding at July 31, 2022 9,130,000 $ 0.17 2.39 Exercisable at July 31, 2022 7,551,179 $ 0.20 2.11 The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of the 9,130,000 and 9,230,000 stock options outstanding at July 31, 2022 and July 31, 2021 was $191,722 and $392,891, respectively. The aggregate intrinsic value of the 7,551,179 and 6,091,863 stock options exercisable at July 31, 2022 and July 31, 2021 was $110,380 and $91,978, respectively.

Warrants

Warrants	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Warrants [Line Items]
WARRANTS	NOTE 5 – WARRANTS During the three months ended October 31, 2022 and 2021, the Company did not issue any warrants. A summary of the warrants outstanding as of October 31, 2022, and July 31, 2022, and the changes during the three months ended October 31, 2022, are presented below: Warrants Weighted average Weighted average Outstanding at July 31, 2022 108,841,179 $ 0.01 8.21 Granted - - - Exercised (160,628 ) $ 0.13 - Forfeited and cancelled (129,702 ) $ 0.15 - Outstanding on October 31, 2022 108,550,849 $ 0.01 7.98 Exercisable on October 31, 2022 81,325,562 $ 0.01 8.00 The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money warrants) of the 108,550,849 and 108,841,179 warrants outstanding as of October 31, 2022, and July 31, 2022, was $12,304,994 and $9,002,606, respectively. The aggregate intrinsic value of 81,325,562 and 81,615,885 warrants exercisable on October 31, 2022, and July 31, 2022, were $9,235,511 and $6,757,037, respectively.	NOTE 7 - WARRANTS During the year ended July 31, 2022, the Company did not issue any warrants. During the year ended July 31, 2021, we issued the following warrants. On November 17, 2020, the Company issued 107,701,179 Warrants to Post Road Special Opportunity Fund II LP (the “Warrant”) to purchase, initially, twenty-five percent (25%) of the Company’s total shares (the “Warrant”), calculated on a fully-diluted basis as of the date of issuance (the “Warrant Shares”) and subject to a reduction to fifteen percent (15%) as described below. The number of Warrant Shares is adjustable to allow the holder to maintain, subject to certain share issuances that are exceptions, the right to purchase twenty-five percent (25%) of the Company’s total shares, calculated on a fully-diluted basis. The Warrant has an exercise price of $0.01 per share and the Warrant expires on November 17, 2030. Seventy-five percent (75%) of the Warrant Shares are immediately fully vested and not subject to forfeiture at any time for any reason. The remaining twenty-five percent (25%) of the Warrant Shares are subject to forfeiture based on the Company achieving certain performance targets which, if achieved, would result in twenty percent (20%) warrant coverage. If the minority shareholders of T3 Nevada convert their T3 Nevada shares into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), the Warrant Shares percentage shall also be lowered such that when combined with the achievement of the performance targets, the warrant coverage could be reduced to fifteen percent (15%). In connection with the issuance of the Warrant, the three executives of the Company, Art Smith, Antonio Estrada, and Craig Clement entered into a Tag-Along Agreement (the “Tag-Along Agreement”) whereby they agreed that the holder of the Warrant or Warrant Share will have the right to participate or “tag-along” in any agreements to sell any shares of their Common Stock that such executives enter into. The Company also agreed, in connection with the issuance of the Warrant and pursuant to a Board Observer Agreement (the “Board Observer Agreement”), to grant Post Road the right to appoint a representative to each of the boards of directors of the Company and each of its subsidiaries, to attend all board meeting in a non-voting observer capacity. In addition, at issuance the Company recognized $6,462,050 in derivative liability associated with these warrants. A summary of the warrants as of July 31, 2022, and 2021, and the changes during the years ended July 31, 2022, and 2021 are presented below: Warrants Weighted- Weighted- Outstanding at July 31, 2020 2,540,000 $ 0.33 1.61 Granted 107,701,179 $ 0.01 9.50 Exercised (330,000 ) $ 0.10 - Expired (405,000 ) $ 0.50 - Outstanding at July 31, 2021 109,506,179 $ 0.01 9.17 Exercised - - - Expired (665,000 ) $ 0.18 - Outstanding at July 31, 2022 108,841,179 $ 0.01 8.21 Exercisable at July 31, 2022 81,615,885 $ 0.01 8.22 The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money warrants) of the 108,841,179 and 109,506,179 warrants outstanding at July 31, 2022 and July 31, 2021 was $9,002,606 and $14,795,002, respectively. The aggregate intrinsic value of the 81,615,885 and 82,280,885 warrants exercisable at July 31, 2022 and July 31, 2021 was $6,757,037 and $11,108,930, respectively.

Notes Payable Non-Convertible

Notes Payable Non-Convertible	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible [Line Items]
NOTES PAYABLE NON-CONVERTIBLE	NOTE 6 – NOTES PAYABLE NON-CONVERTIBLE On October 22, 2018, the Company issued a secured promissory note for $50,000, bearing interest at a rate of 8% per annum, with maturity date of December 31, 2018. The maturity date was extended multiple times and on September 8, 2022, the lender agreed to extend the maturity until July 31, 2023. The promissory note is secured by a Pledge and Escrow Agreement, whereby the Company agreed to pledge rights to a collateral due under certain Agreement. The outstanding balance as of October 31, 2022 and July 31, 2022 was $50,000. Credit Agreement and Notes On November 17, 2020, T3 Communications, Inc., a Nevada corporation (“T3 Nevada”), a majority owned subsidiary of Digerati Technologies, Inc. (the “Company”) and the Company’s other subsidiaries entered into a credit agreement (the “Credit Agreement”) with Post Road. The Company is a party to certain sections of the Credit Agreement. Pursuant to the Credit Agreement, Post Road will provide T3 Nevada with a secured loan of up to $20,000,000 (the “Loan”), with initial loans of $10,500,000 pursuant to the issuance of a Term Loan A Note and $3,500,000 pursuant to the issuance of a Term Loan B Note, each funded on November 17, 2020, and an additional $6,000,000 on loans, in increments of $1,000,000 as requested by T3 Nevada before the 18 month anniversary of the initial funding date to be lent pursuant to the issuance of a Delayed Draw Term Note. After payment of transaction-related expenses and closing fees of $964,000, net proceeds to the Company from the Note totaled $13,036,000. The Company recorded these discounts and cost of $964,000 as a discount to the Notes and will be amortized as interest expense over the term of the notes. During the three months ended October 31, 2022, the total debt discount for the Term Loan A Note and the Term Loan B Note was fully amortized. The total debt discount outstanding on the notes as of October 31, 2022, and July 31, 2022, was $0. Term Loan A Note with a maturity date of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan A is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three. Term Loan B had a maturity date of December 31, 2021, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan B is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three. The Term Loan B was recapitalized under the revised A&R Term Loan A Note as indicated below. On December 20, 2021, T3 Nevada and Post Road entered into an amendment to the Credit Agreement (the “Amendment”) in connection with which T3 Nevada issued an Amended and Restated Term Loan A Note (the “A&R Term Loan A Note”) in replacement of the Term Loan A Note. Under the First Amendment, the Term Loan B Note principal of $3,500,000, accrued interest of $187,442, and amendment fee of $1,418,744 were recapitalized under the revised A&R Term Loan A Note. Pursuant to the First Amendment, the additional proceeds of $6,000,000 were used to fund the acquisition of Skynet assets and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. The Company evaluated the amendment and the recapitalization of the notes and accounted for these changes as an extinguishment of debt and recognized a loss on extinguishment of debt of $5,479,865, the loss is composed of the full amortization debt discount of $4,061,121, and the amendment fees of $1,418,744. The A&R Term Loan A Note has a maturity date of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). The principal balance and accrued PIK interest outstanding on the A&R Term Loan was $22,959,387 and $22,168,515 as of October 31, 2022 and July 31, 2022, respectively, and had accrued PIK interest outstanding of $790,872 and $530,672, respectively. On February 4, 2022, T3 Nevada and Post Road entered into a Credit Agreement in connection with which T3 Nevada issued a Term Loan C Note, Pursuant to the Credit Agreement, Post Road provided T3 Nevada with a secured loan of $10,000,000. The proceeds $10,000,000 were used to fund the acquisition of Next Level Internet and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. At issuance the company recognized $250,000 in OID and $220,000 in debt issuance. The total unamortized debt discount was $235,001 and $313,334 as of October 31, 2022 and July 31, 2022, respectively. The principal balance on Term Loan C was $10,000,000 as of October 31, 2022 and July 31, 2022 and had accrued PIK interest outstanding of $304,029 and $199,413, respectively. The Term Loan C Note has a maturity date of August 4, 2023, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). The Credit Agreement contains customary representations, warranties, and indemnification provisions. The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the loan parties as well as financial performance. Below are key covenants requirements, (measured quarterly) as of October 31, 2022: 1. Maximum Allowed - Senior Leverage Ratio of 4.05 to 1.00 2. Minimum Allowed - EBITDA of $3,771,629 3. Minimum Allowed - Liquidity of $2,000,000 4. Maximum Allowed - Capital Expenditures of $94,798 (Quarterly) 5. Minimum Allowed - Fixed Charge Coverage Ratio of 1.5 to 1.00 6. Maximum Allowed - Churn of 3.00% at any time On December 15, 2022, the lender agreed to forbear from exercising its remedies in connection with the financial covenants that were not complied with during the quarter ended October 31,2022, as well as certain other specified defaults, until December 23, 2022 or such later date as agreed to in writing by the lender. On February 3, 2023, Digerati, the Loan Parties, and Post Road entered into a Consent, Limited Waiver and Fourth Amendment to Credit Agreement and Amendment to Notes (the “Fourth Amendment”). Pursuant to the Fourth Amendment, Post Road, contingent on the Bridge Loan Repayment (as defined in this paragraph), gave its consent to (a) Digerati’s execution, delivery and performance of the Merger transaction documents and (b) Digerati completing the Merger. Pursuant to the Fourth Amendment, Post Road, contingent on (a) the closing of the Merger and (b) the repayment immediately after the Merger via cash, conversion into shares of New Digerati Common Stock, or via amortization payments (collectively, the “Bridge Loan Repayment”) of the previously disclosed November, December 2022 and February 2023 transactions whereby Digerati has obtained loans in the aggregate Net Unpaid Principal Amount (as defined in this paragraph) of approximately $2,848,525, and gave its consent to Digerati obtaining additional convertible financing in a Net Unpaid Principal Amount of up to approximately $151,475 pursuant to similar transaction documents, and for a total Net Unpaid Principal Amount in convertible loans of up to $3,000,000. As used herein, the term “Net Unpaid Principal Amount” means the principal dollar amount of a Bridge Loan, less the original issue discount (if any) and less the transaction costs paid in cash by Digerati upon the closing thereof. The Fourth Amendment amends the Credit Agreement to add defined terms related to the Merger and the Bridge Loans. The Fourth Amendment also adds a default under the Bridge Loans transaction documents as an event of default pursuant to the Credit Agreement. The Fourth Amendments amends the mandatory prepayment provision to require that, concurrently with each payment made on the Bridge Loans, an amount equal to 50% of the total dollar amount of such Bridge Loan payment must be made to partially repay the Notes. The Fourth Amendment requires T3 Nevada to notify Post Road promptly of any contemplated financings or other offers to lend money that are issued to Digerati. The Fourth Amendment also requires T3 Nevada to deliver to Post Road: (a) the full details of any proposed amendment, modification, supplement or waiver to the Bridge Loan transaction documents before any such document is executed; and (b) notice of the conversion of Bridge Loans into shares of Digerati's common stock or other capital stock of Digerati. The Fourth Amendment revises each of the six financial covenants set forth in Section 11.12 of the Credit Agreement. Namely, maximum leverage, minimum liquidity, minimum EBITDA, maximum capital expenditures, minimum interest coverage (a provision that replaces the minimum fixed charge coverage ratio provision), and maximum churn. In addition, pursuant to the Fourth Amendment, none of the financial covenants contained in Section 11.12 of the Credit Agreement, as amended by the Fourth Amendment, other than minimum liquidity will be tested with respect to the fiscal quarter that ended on January 31, 2023. The Fourth Amendment provides that these revised financial covenants will be null and void if the Merger does not close by February 28, 2023 (the “Merger Outside Closing Date”). Pursuant to the Fourth Amendment, Post Road agreed to waive each and all of the Specified Defaults (as defined in the Fourth Amendment) on the condition that the Merger close by the Merger Outside Closing Date. In addition, the Credit Agreement permits T3 Nevada to defer until the respective maturity dates of the Notes the payment of accrued and unpaid interest otherwise due and payable. The Fourth Amendment amends the Credit Agreement and the Notes to revise the interest rate payable by T3 Nevada including pursuant to the deferral of the interest payments. While Digerati, the parent company of T3 Nevada, is not subject to these financial covenants, they have had and will continue to have a material impact on T3 Nevada’s expenditures and ability to raise funds. T3 Nevada’s obligations under the Credit Agreement are secured by a first-priority security interest in all of the assets of T3 Nevada and guaranteed by the other subsidiaries of the Company pursuant to the Guaranty and Collateral Agreement, dated November 17, 2020, subsequently amended on December 31, 2021, February 4, 2022, June 13, 2022 and February 4, 2023 by and among T3 Nevada, the Company’s other subsidiaries, and Post Road Administrative LLC (the “Guaranty and Collateral Agreement”). In addition, T3 Nevada’s obligations under the Credit Agreement are, pursuant to a Pledge Agreement (the “Pledge Agreement”), secured by a pledge of a first priority security interest in T3 Nevada’s 100% equity ownership of each of T3 Nevada’s operating companies. Promissory Notes – Next Level Internet Acquisition On February 4, 2022, as per the acquisition of Next Level Internet, Inc. (“Next Level” or “NLI”), the Company entered into two unsecured promissory notes (the “Unsecured Adjustable Promissory Notes”) for $1,800,000 and $200,000, respectively. The notes are payable in eight equal quarterly installments in the aggregate amount of $250,000 each commencing on June 4, 2022, through and including March 7, 2024, with a base annual interest rate of 0% and a default annual interest rate of 18%. The amount owed is subject to change based on certain revenue milestones required to be achieved by Next Level. At issuance, the Company fair valued the notes and recognized a debt discount of $241,000 which is amortized over the term of the notes. The Company amortized $30,125 to interest expense during the three months ended October 31, 2022. Total unamortized debt discount on the notes as of October 31, 2022 and July 31, 2022, was $150,625 and $180,750, respectively. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, on the Unsecured Adjustable Promissory Notes was $1,750,000.	NOTE 10 - NOTES PAYABLE NON-CONVERTIBLE On October 22, 2018, the Company issued a secured promissory note for $50,000, bearing interest at a rate of 8% per annum, with maturity date of December 31, 2018. The maturity date was extended multiple times and subsequently on September 8, 2022, the lender agreed to extend the maturity until January 31, 2023. The promissory note is secured by a Pledge and Escrow Agreement, whereby the Company agreed to pledge rights to a collateral due under certain Agreement. The principal outstanding balance as of July 31, 2022, and July 31, 2021, was $50,000. Credit Agreement and Notes On November 17, 2020, T3 Nevada (a majority owned subsidiary of the Company) and T3 Nevada’s subsidiaries (T3 Nevada and its subsidiaries, collectively, “the T3 Nevada Parties”) entered into a credit agreement (the “Credit Agreement”) with Post Road Administrative LLC (the “Agent”) and its affiliate Post Road Special Opportunity Fund II LLP (collectively, “Post Road”). The Company is a party to certain sections of the Credit Agreement. Pursuant to the Credit Agreement, Post Road will provide T3 Nevada with a secured loan of up to $20,000,000, with initial loans of $10,500,000 pursuant to the issuance of a Term Loan A Note and $3,500,000 pursuant to the issuance of a Term Loan B Note, each funded on November 17, 2020, and an additional $6,000,000 on loans, in increments of $1,000,000 as requested by T3 Nevada before the 18 month anniversary of the initial funding date to be lent pursuant to the issuance of a Delayed Draw Term Note. After payment of transaction-related expenses and closing fees of $964,000, net proceeds to the Company from the Note totaled $13,036,000. The Company recorded these discounts and cost of $964,000 as a discount to the Notes and will be amortized as interest expense over the term of the notes. During the year ended July 31, 2022, the Company amortized $1,294,201 of the total debt discount as interest expense for the Term Loan A Note and the Term Loan B Note. The total debt discount outstanding on the notes as of July 31, 2022, and July 31, 2021, were $0 and $5,355,322, respectively. Term Loan A Note with a maturity date of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan A is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three. Term Loan B had a maturity date of December 31, 2021, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan B is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three. The Term Loan B was recapitalized under the revised A&R Term Loan A Note as indicated below. On December 20, 2021, T3 Nevada and Post Road entered into an amendment to the Credit Agreement (the “Amendment”) in connection with which T3 Nevada issued an Amended and Restated Term Loan A Note (the “A&R Term Loan A Note”) in replacement of the Term Loan A Note. Under the First Amendment, the Term Loan B Note principal of $3,500,000, accrued interest of $187,442, and amendment fee of $1,418,744 were recapitalized under the revised A&R Term Loan A Note. Pursuant to the First Amendment, the additional proceeds of $6,000,000 were used to fund the acquisition of Skynet Telecom LLC’s assets and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. The Company evaluated the amendment and the recapitalization of the notes and accounted for these changes as an extinguishment of debt and recognized a loss on extinguishment of debt of $5,479,865, the loss is composed of the full amortization debt discount of $4,061,121, and the amendment fees of $1,418,744. The A&R Term Loan A Note has maturity dates of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). The principal balance and accrued PIK interest outstanding on the A&R Term Loan A Note were $22,168,515 and $530,672, respectively as of July 31, 2022. On February 4, 2022, the T3 Nevada Parties and Post Road agreed that Post Road would provide T3 Nevada with a secured loan of $10,000,000 pursuant to a Term Loan C Note. The proceeds of $10,000,000 were used to fund the acquisition of Next Level and for general corporate and working capital purposes as well as professional fees and other fees and expenses with respect to the transactions contemplated by the Amendment. At issuance the company recognized $250,000 in OID and $220,000 in debt issuance cost which will be amortized over the term of the note. The total unamortized debt discount was $313,334. The principal balance and accrued PIK interest outstanding on the Term Loan C Note were $10,000,000 and $199,413, respectively as of July 31, 2022. The Term Loan C Note has a maturity date of August 4, 2023, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). The Credit Agreement contains customary representations, warranties, and indemnification provisions. The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the loan parties as well as financial performance. Below are key covenants requirements, (measured quarterly): 1. Maximum Allowed - Senior Leverage Ratio of 4.06 to 1.00 2. Minimum Allowed - EBITDA of $3,719,589 3. Minimum Allowed - Liquidity of $2,000,000 4. Maximum Allowed - Capital Expenditures of $94,798 (Quarterly) 5. Minimum Allowed - Fixed Charge Coverage Ratio of 1.5 to 1.00 6. Maximum Allowed - Churn of 3.00% at any time On June 13, 2022, the lender agreed to forbear the financial covenants that were not complied with during the quarter ended April 30, 2022. Subsequentially, on October 17, 2022, the lender agreed to forbear the financial covenants that were not complied with during the year and quarter ended July 31, 2022. T3 Nevada’s obligations under the Credit Agreement are secured by a first-priority security interest in all of the assets of T3 Nevada and guaranteed by the other subsidiaries of the Company pursuant to the Guaranty and Collateral Agreement, dated November 17, 2020, subsequently amended on December 31, 2021, and February 4, 2022, by and among T3 Nevada, T3’s Nevada’s subsidiaries, and the Agent (the “Guaranty and Collateral Agreement”). In addition, T3 Nevada’s obligations under the Credit Agreement are, pursuant to a Pledge Agreement (the “Pledge Agreement”), secured by a pledge of a first priority security interest in T3 Nevada’s 100% equity ownership of each of T3 Nevada’s operating companies. Promissory Notes - Next Level Internet Acquisition On February 4, 2022, as per the acquisition of Next Level Internet, Inc. (“Next Level” or “NLI”), the Company entered into two unsecured promissory notes (the “Unsecured Adjustable Promissory Notes”) for $1,800,000 and $200,000, respectively. The notes are payable in eight equal quarterly installments in the aggregate amount of $250,000 each commencing on June 4, 2022, through and including March 7, 2024, with a base annual interest rate of 0% and a default annual interest rate of 18%. The amount owed is subject to change based on certain revenue milestones required to be achieved by Next Level. At issuance, the Company fair valued the notes and recognized a debt discount of $241,000 which is amortized over the term of the notes. The Company amortized $60,250 to interest expense during the year ended July 31, 2022. Total unamortized debt discount on the notes as of July 31, 2022, was $180,750. During the year ended July 31, 2022, the Company made a principal payment of $250,000. The total principal balance outstanding as of July 31, 2022, on the Unsecured Adjustable Promissory Notes was $1,750,000.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Convertible Notes Payable [Line Items]
CONVERTIBLE NOTES PAYABLE	NOTE 8 – CONVERTIBLE NOTES PAYABLE As of October 31, 2022, and July 31, 2022, convertible notes payable consisted of the following: October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On October 13, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $330,000, annual interest rate of 8% and an original maturity date of October 13, 2021, the maturity date was extended until December 15, 2021, and subsequently the maturity date was extended until July 31, 2022. On September 28, 2022, the holder agreed to extend the maturity date until February 28, 2023. After payment of transaction-related expenses and closing fees of $32,000, net proceeds to the Company from the Note totaled $298,000. The Company recorded $32,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 1,000,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $45,003 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $134,423 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 28, 2022, the lender agreed to extend the maturity date until February 28, 2023. The total unamortized discount on the Note as of October 31, 2022, and July 31, 2022, was $0. The total principal balance outstanding as of October 31, 2022, and July 31, 2022, was $165,000 (See below variable conversion terms No.1) $ 165,000 $ 165,000 On January 27, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of January 27, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $24,368 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $44,368 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.05 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On January 27, 2022, the lender agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On August 1, 2022, the lender agreed to extend the maturity date until January 31, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $28,740 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The total unamortized discount on the Note as of October 31, 2022, and July 31, 2022, was $0, respectively. The total principal balance outstanding as of October 31, 2022, and July 31, 2022, were $325,000 and $275,000, respectively. 325,000 275,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On April 14, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of April 14, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $63,433 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $96,766 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On April 14, 2022, the lender agreed to extend the maturity date until October 14, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On September 16, 2022, the lender agreed to extend the maturity date until April 14, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $35,400 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The total unamortized discount on the Note as of October 31, 2022, and July 31, 2022, was $0, respectively. The total principal balance outstanding as of October 31, 2022, and July 31, 2022, were $325,000 and $275,000, respectively. 325,000 275,000 On August 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of August 31, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 14, 2022, the lender agreed to extend the maturity date until February 28, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $10,845 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company amortized $1,136 as interest expense during the quarter ended October 31, 2022. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $0 and $1,136, respectively. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were, $90,000 and $75,000, respectively. 90,000 75,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On September 29, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of September 29, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 16, 2022, the lender agreed to extend the maturity date until March 29, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $10,620 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $1,798 as interest expense during the quarter ended October 31, 2022. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were, $0 and $1,798, respectively The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were, $90,000 and $75,000, respectively. 90,000 75,000 On October 22, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $150,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of October 22, 2022. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 16, 2022, the lender agreed to extend the maturity date until April 29, 2023. As consideration for the extension on the note, the Company agreed to add $30,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 180,000 shares of common stock with a market value of $21,240 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $3,491 as interest expense during the quarter ended October 31, 2022. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were, $0 and $3,491, respectively. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were, $180,000 and $150,000, respectively. 180,000 150,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On February 4, 2022, as part the acquisition of Next Level Internet (“NLI”), the Company entered into two unsecured convertible promissory notes (the “Unsecured Convertible Promissory Notes”) for $1,800,000 and $200,000, respectively. The notes are payable in eight equal quarterly installments in the aggregate amount of $250,000 each commencing on April 30, 2022, through and including January 31, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%. The Sellers have a onetime right to convert all or a portion of the Convertible Notes commencing on the six-month anniversary of the notes being issued and ending 30 days after such six-month anniversary. The conversion price means an amount equal to the volume weighted average price per share of Stock on the Nasdaq Stock Market for the ten (10) consecutive trading days on which the conversion notice is received by the Company; provided, however, that if the stock is not then listed for trading on the Nasdaq Stock Market, the Conversion Price shall be the volume weighted average transaction price per share reported by the OTC Reporting Facility for the ten (10) consecutive trading days immediately preceding the date on which such Conversion Notice is received by the Company. The Company analyzed the Notes for derivative accounting consideration and determined that since the notes are convertible on the six-month anniversary from issuance and ending 30 days after such six-month anniversary, it does not require to be accounted as a derivative instrument. At inception of the notes, the Company recognized the fair market value of the conversion on the notes of $2,382,736, and recognized $117,264 in debt discount, which was amortized over the conversion period. As of the quarter ending October 31, 2022, the conversion option on the notes ended, and the Company recognized $466,000 as other income for the settlement of the conversion option. During the quarter ending October 31, 2022, the Company made a principal payment of $250,000. The total principal balance outstanding on the Unsecured Convertible Promissory Notes as of October 31, 2022 and July 31, 2022, were $1,500,000 and $2,250,000, respectively. The total unamortized debt discount on the notes as of October 31, 2022 and July 31, 2022, were $0 and $33,914, respectively. 1,500,000 2,250,000 On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $0 and $18,916, respectively. The Company amortized $18,916 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were $260,000 and $230,000, respectively. 260,000 230,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $0 and $18,916, respectively. The Company amortized $18,916 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were $260,000 and $230,000, respectively. 260,000 230,000 On July 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, annual interest rate of 8% and a maturity date of April 27, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the note totaled $145,500. Additionally, the Company issued 300,000 shares of our common stock to the note holder. The Company recorded the $19,500 and the relative fair market value of the shares of $22,093 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.10 (ten) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the note. Outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of an event of default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $27,729 and $41,593, respectively. The Company amortized $13,864 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, was $165,000 and $119,500, respectively. 165,000 119,500 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On September 12, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a maturity date of September 12, 2023. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $15,880 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 was $19,925. The Company amortized $3,985 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 was $75,000 75,000 - On October 3, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, annual interest rate of 8% and a maturity date of July 3, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the note totaled $145,500. Additionally, the Company issued 300,000 shares of our common stock to the note holder. The Company recorded the $19,500 and the relative fair market value of the shares of $32,143 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.10 (ten) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the note. Outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of an event of default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 was $45,905. The Company amortized $5,738 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 was $165,000. 165,000 - On October 10, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, annual interest rate of 8% and a maturity date of April 10, 2023. After payment of transaction-related expenses and closing fees of $25,000, net proceeds to the Company from the note totaled $250,000. The Company recorded the $25,000 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the note. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate the lesser of (a) twenty-four percent (24%) per annum from the due date thereof until the same is paid (“Default Interest”); or (b) the maximum rate allowed by law. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 was $20,833. The Company amortized $4,167 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 was $275,000. 275,000 - October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On October 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $28,500, annua	NOTE 12 - CONVERTIBLE NOTES PAYABLE As of July 31, 2022, and July 31, 2021, convertible notes payable consisted of the following: July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On October 13, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $330,000, annual interest rate of 8% and an original maturity date of October 13, 2021, the maturity date was extended until December 15, 2021, and subsequently the maturity date was extended until July 31, 2022. After payment of transaction-related expenses and closing fees of $32,000, net proceeds to the Company from the Note totaled $298,000. The Company recorded $32,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 1,000,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $45,003 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $134,423 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 28, 2022, the lender agreed to extend the maturity date until February 28, 2023. The Company amortized $17,620 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $17,620, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, was $165,000. (See below variable conversion terms No.1) $ 165,000 $ 165,000 On January 27, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of January 27, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $24,368 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $44,368 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.05 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On January 27, 2022, the lender agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On August 1, 2022, the lender agreed to extend the maturity date until January 31, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $28,740 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $34,368 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $34,368, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, were $275,000 and $250,000, respectively. 275,000 250,000 July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On April 14, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of April 14, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $63,433 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $96,766 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On April 14, 2022, the lender agreed to extend the maturity date until October 14, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On September 16, 2022, the lender agreed to extend the maturity date until April 14, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $35,400 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $106,799 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $106,799, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, were $275,000 and $250,000, respectively. 275,000 250,000 On August 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of August 31, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On September 14, 2022, the lender agreed to extend the maturity date until February 28, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $10,800 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company amortized $12,499 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $1,136. The total principal balance outstanding as of July 31, 2022, was $75,000. 75,000 - July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On September 29, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of September 29, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 29, 2022, the lender agreed to extend the maturity date until March 29, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $13,500 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $8,990 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $1,798. The total principal balance outstanding as of July 31, 2022, was $75,000. 75,000 - On October 22, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $150,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of October 22, 2022. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 16, 2022, the lender agreed to extend the maturity date until April 29, 2023. As consideration for the extension on the note, the Company agreed to add $30,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 180,000 shares of common stock with a market value of $21,240 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $10,474 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $3,491. The total principal balance outstanding as of July 31, 2022, was $150,000. 150,000 - July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On February 4, 2022, as part the acquisition of Next Level Internet (“NLI”), the Company entered into two unsecured convertible promissory notes (the “Unsecured Convertible Promissory Notes”) for $1,800,000 and $200,000, respectively. The notes are payable in eight equal quarterly installments in the aggregate amount of $250,000 each commencing on April 30, 2022, through and including January 31, 2024 with a base annual interest rate of 0% and a default annual interest rate of 18%. The Sellers have a onetime right to convert all or a portion of the Convertible Notes commencing on the six-month anniversary of the notes being issued and ending 30 days after such six-month anniversary. The conversion price means an amount equal to the volume weighted average price per share of Stock on the Nasdaq Stock Market for the ten (10) consecutive trading days on which the conversion notice is received by the Company; provided, however, that if the stock is not then listed for trading on the Nasdaq Stock Market, the Conversion Price shall be the volume weighted average transaction price per share reported by the OTC Reporting Facility for the ten (10) consecutive trading days immediately preceding the date on which such Conversion Notice is received by the Company. Within five Business Days after receipt of a Conversion Notice in accordance with the agreement, the Company shall (A) cause to be issued in the name of the holder, the number of shares of Stock equal to the quotient (rounded down to the nearest whole share of Stock) obtained by dividing (1) the Conversion Amount by (2) the Conversion Price in effect on the date that Maker received such Conversion Notice, and (B) pay to Payee an amount in cash equal to the product (rounded up to the nearest whole $.01) obtained by multiplying (1) five hundred thousand and NO/100 ($500,000) by (2) a fraction, the numerator of which is the Conversion Amount and the denominator of which is two million and NO/100 ($2,000,000). Assuming the holder elects to convert the note, the economic value of the note at inception was $2,500,000. The Company analyzed the Notes for derivative accounting consideration and determined that since the notes are convertible on the six-month anniversary from issuance and ending 30 days after such six-month anniversary, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any of the provisions for conversion are met and if the notes need to be classified as a derivative instrument. At inception of the notes, the Company recognized the fair market value of the conversion on the notes of $2,382,736, and a recognized $117,264 in debt discount, which will be amortized over the conversion period. The Company amortized $83,350 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $33,914. The total principal balance outstanding on the Unsecured Convertible Promissory Notes as of July 31, 2022, was $2,250,000. 2,250,000 - On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of July 31, 2022, was $18,916. The Company amortized $37,830 of debt discount as interest expense during the year ended July 31, 2022. The total principal balance outstanding as of July 31, 2022, was $230,000. 230,000 - On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of July 31, 2022, was $18,916. The Company amortized $37,830 of debt discount as interest expense during the year ended July 31, 2022. The total principal balance outstanding as of July 31, 2022, was $230,000. 230,000 - On July 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, annual interest rate of 8% and a maturity date of April 27, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the note totaled $100,000. Subsequently, the Company received $45,500 for the additional principal amount of the note. Additionally, the Company issued 300,000 shares of our common stock to the note holder. The Company recorded the $19,500 and the relative fair market value of the shares of $22,093 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.10 (ten) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the note. Outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of an event of default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of July 31, 2022, was $41,593. The Company amortized $0 of debt discount as interest expense during the year ended July 31, 2022. The total principal balance outstanding as of July 31, 2022, was $119,500. 119,500 - Total convertible notes payables non-derivative: $ 3,844,500 $ 665,000 CONVERTIBLE NOTES PAYABLE - DERIVATIVE On July 27, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, annual interest rate of 8% and a maturity date of March 27, 2021. After payment of transaction-related expenses and closing fees of $35,000, net proceeds to the Company from the Note totaled $240,000. The Company recorded these discounts and cost of $35,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $11,626 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock the Note Conversion Price shall equal the greater of $0.05 (five) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in this Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.05 (five) cents or (b). 75% of the lowest traded price in the prior fifteen trading days immediately preceding the Notice of Conversion. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. The Company recognized $61,678 of derivative liability and directly amortized all associated debt discount of $61,678 as interest expense. On July 31, 2021, the holder agreed to extend the maturity date until January 31, 2022. On February 14, 2022, the holder agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $75,000 and issued 250,000 shares of common stock with a market value of $34,150. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. The Company recognized a loss on extinguishment of debt for both the $75,000 increase in principal and $34,150 fair value of shares issued and charged the total $109,150 to interest expense at the time of the extension. On July 26, 2022, the holder agreed to extend the maturity date until December 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $50,000 and issued 300,000 shares of common stock with a fair market value of $30,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $50,000 increase in principal and $30,000 fair value of shares issued and charged the total $80,000 to interest expense at the time of the extension. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, were $480,000 and $355,000, respectively. 480,000 355,000 On January 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $80,235, annual interest rate of 8% and a maturity date of February 17, 2022. On March 7, 2022, the holder agreed to extend the maturity date until July 31, 2022. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock the Note Conversion Price shall equal the greater of $0.05 (five) cents or seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $59,413. The Company amortized $27,840 of debt discount as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $27,840, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, was $80,235. Subsequently, On September 28, 2022, the holder agreed to extend the maturity date until February 28, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $62,500 and charged the total to interest expense, in addition, the Company issued 500,000 shares of common stock with a market value of $70,000 and charged the total to interest expense. 80,235 80,235 CONVERTIBLE NOTES PAYABLE - DERIVATIVE On February 17, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $175,000, annual interest rate of 8% and a maturity date of February 17, 2022. After payment of transaction-related expenses and closing fees of $5,000, net proceeds to the Company from the Note totaled $170,000. Additionally, the Company recorded $5,000 as a discount to the Note and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock the Note Conversion Price sh

Leases

Leases	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Leases [Line Items]
LEASES	NOTE 9 – LEASES The leased properties have a remaining lease term of three to sixty-three months as of October 31, 2022. At the option of the Company, it can elect to extend the term of the leases. See table below: Location Annual Lease Expiration Date Business Use Approx. 8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 $ 49,136 Sep-27 Executive offices 2,843 10967 Via Frontera, San Diego, CA 92127 $ 369,229 Mar-26 Office space 18,541 1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901 $ 83,260 Dec-25 Office space and network facilities 6,800 2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134 $ 106,553 Dec-27 Office space & wireless internet network 4,623 7218 McNeil Dr., FL-1, Austin, TX 78729 $ 21,000 Mar-24 Network facilities 25 6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, Dallas, $ 17,040 Dec-22 Network facilities 25 9701 S. John Young Parkway, Orlando, FL 32819 $ 25,440 May-23 Network facilities 540 50 NE 9th St, Miami, FL 3313 $ 41,300 May-23 Network facilities 25 350 NW 215 St., Miami Gardens, FL 33169 $ 29,254 May-23 Wireless internet network 100 8333 NW 53rd St, Doral, FL 33166 $ 14,021 Jul-25 Wireless internet network 100 100 SE 2nd Street, Miami, FL 33131 $ 36,466 Jan-24 Wireless internet network 100 9055 SW 73rd Ct, Miami, FL 33156 $ 8,787 Dec-23 Wireless internet network 100 9517 Fontainebleau Blvd., Miami, FL 33172 $ 11,907 Aug-24 Wireless internet network 100 The Company has not entered into any sale and leaseback transactions during the three months ended October 31, 2022. On May 17, 2022, the Company extended the office and wireless internet network leases in Coral Gables, Florida. The Company accounted for the extension as a lease modification. The Company used the discount rate of 5% and recognized $482,865 as a day one ROU asset and liability. These leases are identified in the table above. The leases expire in December 2027, and at the option of the Company, the leases can be extended for various periods ranging from one to five years, with a base rent at the prevailing market rate at the time of the renewal. In February 2022, as part of the acquisition of NLI, the Company secured an office lease, with a monthly base lease payment of $30,222. The lease expires in March 2026. At the option of the Company, the lease can be extended for two additional five-year terms, with a base rent at the prevailing market rate at the time of the renewal. The Company is not reasonably certain that it will exercise the renewal option. In December 2021, as part of the acquisition of Skynet Telecom LLC’s assets, the Company assumed an office lease in San Antonio, Texas. In May 2022, the lease was extended until September 2027, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal. The Company accounted for the extension as a lease modification. Amounts recognized as of July 31, 2022, and October 31, 2022, for operating leases are as follows: ROU Asset July 31, 2022 $ 2,436,035 Amortization $ (259,784 ) Addition - Asset $ - ROU Asset October 31, 2022 $ 2,176,251 Lease Liability July 31, 2022 $ 2,584,865 Amortization $ (266,333 ) Addition - Liability $ - Lease Liability October 31, 2022 $ 2,318,532 Lease Liability Short term $ 651,191 Lease Liability Long term $ 1,667,341 Lease Liability Total: $ 2,318,532 Operating lease cost: $ 200,392 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 200,392 Weighted-average remain lease term-operating lease: 3.8 years Weighted-average discount rate 5.0 % The future minimum lease payment under the operating leases are as follows: Lease Period Ending July 31, Payments 2023* 580,242 2024 650,734 2025 603,439 2026 431,377 2027 176,771 Total payments: $ 2,442,563 Imputed interest: (124,031 ) Total Lease Liability: $ 2,318,532 * remaining 9 Months	NOTE 13 - LEASES The Company’s leased properties have remaining lease terms ranging from twelve to sixty-five months as of August 1, 2022 (beginning on the current fiscal year). At the option of the Company, it can elect to extend the term of the leases. See table below: Location Annual Lease Business Use Approx. 8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 $ 49,136 Sep-27 Executive offices 2,843 10967 Via Frontera, San Diego, CA 92127 $ 369,229 Mar-26 Office space 18,541 1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901 $ 83,260 Dec-25 Office space and network facilities 6,800 2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134 $ 128,301 Dec-27 Office space & wireless internet network 4,623 7218 McNeil Dr., FL-1, Austin, TX 78729 $ 21,000 Mar-24 Network facilities 25 6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, Dallas, TX 75240 $ 17,040 Dec-22 Network facilities 25 9701 S. John Young Parkway, Orlando, FL 32819 $ 25,440 May-23 Network facilities 540 50 NE 9th St, Miami, FL 3313 $ 41,300 May-23 Network facilities 25 350 NW 215 St., Miami Gardens, FL 33169 $ 29,254 May-23 Wireless internet network 100 8333 NW 53rd St, Doral, FL 33166 $ 14,021 Jul-25 Wireless internet network 100 100 SE 2nd Street, Miami, FL 33131 $ 36,466 Jan-24 Wireless internet network 100 9055 SW 73rd Ct, Miami, FL 33156 $ 8,787 Dec-23 Wireless internet network 100 9517 Fontainebleau Blvd., Miami, FL 33172 $ 11,907 Aug-24 Wireless internet network 100 The Company has not entered into any sale and leaseback transactions during the year ended July 31, 2022. In February 2022, as part of the acquisition of NLI, the Company secured an office lease, with a monthly base lease payment of $30,222. The lease expires in March 2026. At the option of the Company, the lease can be extended for two additional five-year terms, with a base rent at the prevailing market rate at the time of the renewal. The Company is not reasonably certain that it will exercise the renewal option. In December 2021, as part of the acquisition of Skynet Telecom LLC’s assets, the Company assumed an office lease in San Antonio, Texas. In May 2022, the lease was extended until September 2027, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal. The Company accounted for the extension as a lease modification. On May 17, 2022, the Company extended the office and wireless internet network leases in Coral Gable Florida. The Company accounted for the extension as a lease modification. The Company used the discount rate of 4% and recognized $482,865 as a day one ROU asset and liability. These leases are identified in the table above. The leases expire in December 2027, and at the option of the Company, the leases can be extended for various periods ranging from one to five years, with a base rent at the prevailing market rate at the time of the renewal. Amounts recognized on July 31, 2021, and July 31, 2022, for operating leases are as follows: ROU Asset July 31, 2021 $ 934,260 Amortization $ (524,688 ) Addition - Asset $ 2,026,463 ROU Asset July 31, 2022 $ 2,436,035 Lease Liability July 31, 2021 $ 934,260 Amortization $ (530,047 ) Addition - Liability $ 2,180,652 Lease Liability July 31, 2022 $ 2,584,865 Lease Liability Short term $ 796,714 Lease Liability Long term $ 1,788,151 Lease Liability Total: $ 2,584,865 Operating lease cost: $ 720,383 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 720,383 Weighted-average remain lease term-operating lease: 4.2 years Weighted-average discount rate 5.0 % The future minimum lease payment under the operating leases are as follows: Lease Period Ending July 31, Payments 2023 777,464 2024 650,734 2025 603,439 2026 431,377 2027 176,771 Total: $ 2,639,785

Equipment Financing

Equipment Financing	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Equipment Financing [Line Items]
EQUIPMENT FINANCING	NOTE 10 – EQUIPMENT FINANCING The Company entered into various financing agreement for equipment purchased. Under the term of the agreement, assets with a cost of approximately $62,263 and $23,650, were financed under various financing agreements as of June 2022 and September 2022, respectively. The equipment financing is net of costs associated with the assets such as maintenance, insurance and property taxes are for the account of the Company. The equipment financing agreements are for 38 months, with the first payments starting July 1, 2022, and monthly principal and interest payments of $2,282. The interest rate under the financing agreement is at 5.0% per annum. The future payments under the equipment financing agreements are as follows: Year Amount 2023* $ 22,950 2024 30,600 2025 30,600 2026 2,550 Total future payments: $ 86,700 * remaining 9 Months Less: amounts representing interest 5,681 Present value of net minimum equipment financing payments $ 81,019 Less current maturities 27,297 Long-term equipment financing obligation $ 53,722 Lease cost: Amortization of ROU assets $ 27,388 Interest on lease liabilities 3,304 Cash paid for amounts included in the measurement of lease liabilities: Operating cashflow from equipment financing: $ 3,304 Financing cashflow from equipment financing: 27,388 Weighted-average remaining lease term - equipment financing: 2.8 years Weighted-average discount rate 5.0 %	NOTE 14 - EQUIPMENT FINANCING The Company entered into a financing agreement for equipment purchased. Under the term of the agreement, assets with a cost of approximately $62,263, were financed under a financing agreement as of June 2022. The equipment financing is net of costs associated with the assets such as maintenance, insurance and property taxes are for the account of the Company. The equipment financing agreement is for 38 months, with the first payments starting July 1, 2022, and monthly principal and interest payments of $1,820. The interest rate under the financing agreement is at 5.0% per annum. The future payments under the equipment financing agreements are as follows: Year Amount 2023 $ 21,566 2024 21,835 2025 21,835 2026 1,820 Total future payments: $ 67,056 Less: amounts representing interest 4,793 Present value of net minimum equipment financing payments $ 62,263 Less current maturities 20,638 Long-term equipment financing obligation $ 41,625 Lease cost: Amortization of ROU assets $ 19,920 Interest on lease liabilities 2,599 Cash paid for amounts included in the measurement of lease liabilities: Operating cashflow from equipment financing: $ 2,599 Financing cashflow from equipment financing: 19,920 Weighted-average remaining lease term - equipment financing: 3.1 years Weighted-average discount rate 5.0 %

Equity

Equity	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Equity [Abstract]
EQUITY	NOTE 11 – EQUITY During the three months ended October 31, 2022, the Company issued the following shares of common stock: On August 1, 2022, the Company entered into a note extension agreement with Tysadco Partners, LLC, and as consideration for the extension, the Company issued 300,000 shares of common stock. At the time of issuance, the Company recognized the fair market value of the shares of $28,740 as interest expense. On September 12, 2022, the Company entered into a $75,000 promissory note with Tysadco Partners, LLC, with a maturity date of September 12, 2023, and annual interest rate of 8%. In conjunction with the promissory note, we issued 150,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $15,880 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On September 14, 2022, the Company entered into a note extension agreement with Tysadco Partners, LLC, and as consideration for the extension, the Company issued 90,000 shares of common stock. At the time of issuance, the Company recognized the fair market value of the shares of $10,845 as interest expense. On September 16, 2022, the Company entered into a note extension agreement with Tysadco Partners, LLC, and as consideration for the extension, the Company issued 300,000 shares of common stock. At the time of issuance, the Company recognized the fair market value of the shares of $35,400 as interest expense. In addition, the Company agreed to add $50,000 to the principal amount outstanding and the Company recognized $50,000 as interest expense. On September 16, 2022, the Company entered into a note extension agreement with Tysadco Partners, LLC, and as consideration for the extension, the Company issued 180,000 shares of common stock. At the time of issuance, the Company recognized the fair market value of the shares of $21,240 as interest expense. In addition, the Company agreed to add $30,000 to the principal amount outstanding and the Company recognized $30,000 as interest expense. On September 16, 2022, the Company entered into a note extension agreement with Tysadco Partners, LLC, and as consideration for the extension, the Company issued 90,000 shares of common stock. At the time of issuance, the Company recognized the fair market value of the shares of $10,620 as interest expense. In addition, the Company agreed to add $15,000 to the principal amount outstanding and the Company recognized $15,000 as interest expense. On September 28, 2022, the Company entered into a note extension agreement with Platinum Point Capital, LLC, and as consideration for the extension, the Company issued 500,000 shares of common stock. At the time of issuance, the Company recognized the fair market value of the shares of $70,000 as interest expense. In addition, the Company agreed to add $62,500 to the principal amount outstanding and the Company recognized $62,500 as interest expense. On September 28, 2022, William Figueroa, a Series A Preferred Shareholder converted 25,000 Series A shares and $6,718 of accrued dividends into 105,273 shares of common stock. On October 3, 2022, the Company entered into a $165,000 promissory note with Lucas Ventures, LLC, with a maturity date of July 3, 2023, and annual interest rate of 8%. In conjunction with the promissory note, we issued 300,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $32,143 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On October 21, 2022, the Company entered into a note extension agreement with Lucas Ventures, LLC, and as consideration for the extension, the Company issued 300,000 shares of common stock for the extension with fair value of $30,000. In addition, the Company agreed to add $30,000 to the principal amount outstanding. On October 21, 2022, the Company entered into a note extension agreement with LGH Investments, LLC, and as consideration for the extension, the Company issued 300,000 shares of common stock for the extension with fair values of $30,000. In addition, the Company agreed to add $30,000 to the principal amount outstanding. On October 27, 2022, the Company entered into a $71,500 promissory note with Lucas Ventures, LLC, with a maturity date of July 26, 2023, and annual interest rate of 8%. In conjunction with the promissory note, we issued 200,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $38,768 as debt discount, and it will be amortized to interest expense during the term of the promissory note. In October 2022, the Company issued to various individuals 160,628 shares of common stock for the exercise of 160,628 warrants, with an exercise price of $0.13 per warrant and secured $20,881 in proceeds.	NOTE 17 - EQUITY During the year ended July 31, 2022, the Company issued the following shares of common stock: On August 31, 2021, the Company entered into a $75,000 promissory note, with a maturity date of August 31, 2022, and annual interest rate of 8%. In conjunction with the promissory note, we issued 150,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On September 29, 2021, the Company entered into a $75,000 promissory note, with a maturity date of September 29, 2022, and annual interest rate of 8%. In conjunction with the promissory note, we issued 150,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On October 22, 2021, the Company entered into a $150,000 promissory note, with a maturity date of October 22, 2022, and annual interest rate of 8%. In conjunction with the promissory note, we issued 300,000 shares of common stock. At the time of issuance, the Company recognized the relative fair market value of the shares of $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. On January 21, 2022, the Company secured two promissory notes for $460,000, with a maturity date of October 21, 2022, and annual interest rate of 8%. In conjunction with the promissory notes, we issued 600,000 shares of common stock. At the time of issuance, the Company recognized $60,892 as debt discount, and it will be amortized to interest expense during the term of the promissory notes. On February 14, 2022, the Company entered into a note extension agreement, and as consideration for the extension, the Company issued 250,000 shares of common stock with a fair value of $34,150. In addition, the Company agreed to add $75,000 to the principal amount outstanding. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. The Company recognized a loss on extinguishment of debt for both the $75,000 increase in principal and $34,150 fair value of shares issued and charged the total $109,150 to interest expense at the time of the extension. On July 1, 2022, the Company issued a total of 1,500,000 shares of common stock for the professional services provided by a consultant. At the time of issuance, the fair market value of the common stock issued was $125,250. On July 26, 2022, the Company entered into a note extension agreement, and as consideration for the extension, the Company issued 300,000 shares of common stock with a fair value of $30,000. In addition, the Company agreed to add $50,000 to the principal amount outstanding. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. The Company recognized a loss on extinguishment of debt for both the $50,000 increase in principal and $30,000 fair value of shares issued and charged the total $80,000 to interest expense at the time of the extension. On July 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, annual interest rate of 8% and a maturity date of April 27, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the Note totaled $100,000. Additionally, the Company recorded $19,500 as a discount to the Note which is amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $22,093 as debt discount, and it will be amortized to interest expense during the term of the promissory note. During the year ended July 31, 2021, the Company issued the following shares of common stock: During the year ended July 31, 2021, we issued 21,275,629 shares of common stock for debt conversion and settlement of debt $428,375. During the year ended July 31, 2021, we issued 4,250,000 shares of common stock for professional services with a fair market value of $222,950. During the year ended July 31, 2021, we issued 1,000,000 shares of common stock for settlement of accounts payable with a fair market value of $60,500. During the year ended July 31, 2021, we issued 7,858,820 shares to various employees as part of the Company’s Non-Standardized profit-sharing plan contribution and shares issued in lieu of cash compensation with a fair market value of $264,712. During the year ended July 31, 2021, we issued 2,100,000 shares in conjunction with various promissory notes with a fair market value of $146,942. During the year ended July 31, 2021, we issued 400,000 shares in conjunction with various extension agreements for promissory notes with a fair market value of $58,760. During the year ended July 31, 2021, we received $33,000 in proceeds from the exercise of 330,000 warrants, with an exercise price of $0.10 per warrant, as a result we issued 330,000 shares of common stock. During the year ended July 31, 2021, we issued 55,400 shares of the Series C Convertible Preferred Stock to various members of the Management team. The Series C Convertible Preferred Stock were issued for settlement of accrued compensation to the management team of $554,010. There was no gain or loss recorded on the transaction. During the year ended July 31, 2021, we issued 17,965 shares of Series B Convertible Preferred Stock for payment of debt of $17,965.

Property and Equipment

Property and Equipment	12 Months Ended
	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Property and Equipment [Line Items]
PROPERTY AND EQUIPMENT	NOTE 4 - PROPERTY AND EQUIPMENT Following is a summary of Digerati’s property and equipment at July 31, 2022 and 2021 (in thousands): Useful lives 2022 2021 Telecom equipment & software 1-7 years $ 2,878 $ 1,345 Less: accumulated depreciation (1,231 ) (816 ) Net-property and equipment $ 1,647 $ 529

Non-Standardized Profit-Sharing

Non-Standardized Profit-Sharing Plan	12 Months Ended
	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Non-Standardized Profit-Sharing Plan [Line Items]
NON-STANDARDIZED PROFIT-SHARING PLAN	NOTE 8 - NON-STANDARDIZED PROFIT-SHARING PLAN We currently provide a Non-Standardized Profit-Sharing Plan, adopted September 15, 2006. Under the plan our employees qualify to participate in the plan after one year of employment. Contributions under the plan are based on 25% of the annual base salary of each eligible employee up to $54,000 per year. Contributions under the plan are fully vested upon funding. During the years ended July 31, 2022, and July 31, 2021, the Company issued 0 and 7,608,820 respectively, common shares to various employees as part of the Company’s profit-sharing plan contribution. The Company recognized stock-based compensation expense for July 31, 2022, and July 31, 2021, of $0 and $247,287, respectively, equivalent to the value of the shares calculated based on the share’s closing price at the grant dates.

Significant Customers

Significant Customers	12 Months Ended
	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Significant Customers [Line Items]
SIGNIFICANT CUSTOMERS	NOTE 9 - SIGNIFICANT CUSTOMERS During the years ended July 31, 2022, and 2021, the Company did not derive revenues of 10% or more from any single customer. As of the year ended July 31, 2022, and 2021, the Company did not have outstanding accounts receivable of 10% or more from any single customer.

Business Acquisitions

Business Acquisitions	12 Months Ended
	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Business Acquisitions [Abstract]
BUSINESS ACQUISITIONS	NOTE 15 - BUSINESS ACQUISITIONS Skynet Asset Purchase Agreement On December 31, 2021, our indirect, wholly owned subsidiary, Shift8 Networks, Inc., a Texas corporation (“Shift8”), executed and closed on an Asset Purchase Agreement (the “Purchase Agreement”) with Skynet Telecom LLC, a Texas limited liability company (“Seller” “Skynet”), and Paul Golibart and Jerry Ou, each an individual resident in the State of Texas (each, an “Owner” and collectively, the “Owners”). Pursuant to the Purchase Agreement, Shift8 acquired the customer base, certain equipment, certain intellectual property, inventory, contract rights, software and other licenses and miscellaneous assets used in connection with the operation of Seller’s communications business, including but not limited to subscriber-based Interconnected Voice Over Internet Protocol communication services (“I-VoIP”), Unified Cloud Communications Services (“UCCS”), and IPPBX based systems of telephony (collectively, the “Purchased Assets”). The aggregate purchase price for the Purchased Assets was $5,800,000, subject to adjustment as provided in the Purchase Agreement (the “Purchase Price”), after all adjustments, the net Purchase Price was $5,700,000. An amount of $4,100,000 in cash, subject to a Net Working Capital Adjustment as defined in the Purchase Agreement, was paid by Shift8 on the Closing Date. Included within the $4.1 million cash payment were amounts paid by Shift8 directly to creditors of the Seller as set forth in payoff letters. An additional $600,000 (the “Earn-out Amount”) was retained by Shift8 at the Closing and will be paid to Seller in accordance with the Purchase Agreement. An additional $100,000 (the “Holdback Amount”) was retained by Shift8 at the Closing and will be paid to Seller in accordance with the Purchase Agreement. Finally, $1,000,000 (the “Share Payment”) will be paid by Shift8 to Seller by issuance of restricted shares of the Company’s common stock to the Owners. On September 1, 2022, the Company and Sellers amended the Asset Purchase Agreement. In accordance with the amended agreement, the Share Payment will be made via the issuance of shares on the earlier of (i) the effective date of that certain Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on August 11, 2021 (in which case the stock will be valued at the price set forth in the prospectus that is a part of such Registration Statement, without underwriter discounts) and (ii) April 30, 2023 (in which case the stock will be valued at the average of the last transaction price on the OTCQB for each of the 10 trading days immediately preceding such issuance date). At closing, the Company recorded $1,000,000 as an acquisition payable. In addition, the Company incurred approximately $276,000 in costs associated with the Skynet Asset acquisition. These included legal, regulatory and accounting costs which were expensed during the year ended July 31, 2022. As part of the acquisitions of Skynet’s assets, the Company secured an office lease, with monthly base lease payment of $3,909 from July 1, 2021, through June 30, 2022, and a monthly base lease payment of $4,027 from July 1, 2022, through September 30, 2022. The lease expires in September 2022, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal. In May 2022, the lease was modified; refer to Note 13 of the Consolidated Financial Statements. Next Level Internet Equity Purchase Agreement On February 4, 2022, the Company, T3 Communications, Inc., a controlled subsidiary of the Company (“T3”) and the two owners of NLI (the “Sellers”), entered into and closed on an Equity Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, T3 bought all of the equity interests in NLI from the Sellers. NLI is engaged in the business of providing cloud based Unified Communications as a Service, collaboration, contact center, managed connectivity and other voice and data services to small, medium, and large enterprises. The aggregate purchase price was $13.042 million consisting of: (i) $8.9 million in cash which includes payoff of certain indebtedness held at closing by Next Level and certain transaction expenses; (ii) unsecured promissory notes in the aggregate principal amount of $2 million issued by T3 to the Sellers (the “Unsecured Notes”) with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on June 15, 2022 through and including March 16, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%. The amount owed is subject to change based on certain revenue milestones needing to be met by NLI; and (iii) unsecured convertible promissory notes (the “Convertible Notes”) in the aggregate principal amount of $2 million issued by T3 to the Sellers with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on July 31, 2022 through and including January 31, 2024 with a base annual interest rate of 0% and a default annual interest rate of 18%. The Sellers have a one-time right to convert all or a portion of the Convertible Notes commencing on the six-month anniversary of the notes being issued and ending 30 days after such six-month anniversary. If the Sellers elect to convert the notes, T3 is required to make an additional payment of $500,000. The Sellers’ right to convert the notes has expired as of the date of this report. The conversion price is the volume weighted average price per share for the ten (10) consecutive trading days immediately preceding the date on which a conversion notice is received by T3. T3 paid $8.69 million in cash to the Sellers on the closing date of February 4, 2022. In addition, 120 days after the closing of the transaction, T3 will pay the Sellers the amount by which net working capital deficit is better than $2.16 million or the Sellers will pay T3 the amount by which net working capital deficit is worse than $2.36 million. As of July 31, 2022, the Company and the sellers agreed that there’s no purchase price adjustment required. In addition, the Company incurred approximately $845,000 in costs associated with the Next Level Internet Acquisition. These included legal, regulatory, and accounting, cost which were expensed during the year ended July 31, 2022. As part of the acquisition of NLI, the Company secured an office lease, with a monthly base lease payment of $30,222. The lease expires on March 11, 2026. At the option of the Company, the lease can be extended for two additional five-year terms, with a base rent at the prevailing market rate at the time of the renewal. The total purchase price for Skynet and Next Level Internet were $5,700,000 and $13,042,000, respectively. The acquisitions were accounted for under the purchase method of accounting, with Digerati identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration assumed by Digerati was allocated to customer contracts acquired and other intangible assets based on their estimated fair values as of acquisition dates. Allocation of the purchase price is based on the final assessment by management. The following table summarizes the breakdown of intangible assets acquired in connection with the acquisitions. Skynet Next Level Total (in thousands) Cash $ - $ 171 $ 171 Accounts receivable, net 98 469 567 Current Assets 44 69 113 Intangible assets and Goodwill 5,744 19,079 24,823 Property and Equipment, net 16 2,549 2,565 Total other current assets 50 16 66 Total identifiable assets $ 5,952 $ 22,353 $ 28,305 Less: Liabilities assumed 252 9,311 9,563 Total Purchase price, net $ 5,700 $ 13,042 $ 18,742 The following table summarizes the cost of intangible assets related to the acquisition: Skynet Next Level Total Useful (in thousands) (in Years) Trade Names and Trademarks $ 820 $ 2,050 $ 2,870 7 - 10 Customer Relationships 2,228 3,337 5,565 7 - 10 Non-Compete Agreement 170 470 640 2 Goodwill 2,526 13,222 15,748 - Total intangible assets $ 5,744 $ 19,079 $ 24,823 Proforma The following are the unaudited proforma consolidated results of operations for both acquisitions for the years ended July 31, 2022, and 2021 as if the acquisitions occurred on August 1, 2020. The proforma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisitions had taken place on August 1, 2020, or of results that may occur in the future. (In thousands) For the Years ended July 31, 2022 2021 Reported Proforma Reported Proforma Revenue $ 24,154 $ 33,028 $ 12,416 $ 28,747 Income (loss) from operations (3,676 ) (3,070 ) (2,398 ) (2,062 ) Net income (loss) $ (8,032 ) $ (7,441 ) $ (16,703 ) $ (16,121 ) Earnings (loss) per common share-Basic and Diluted $ (0.05 ) $ (0.05 ) $ (0.13 ) $ (0.12 )

Preferred Stock

Preferred Stock	12 Months Ended
	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Preferred Stock [Line Items]
PREFERRED STOCK	NOTE 16 -PREFERRED STOCK SERIES A CONVERTIBLE PREFERRED STOCK In March 2019, the Company’s Board of Directors designated and authorized the issuance up to 1,500,000 shares of the Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock has a par value of $0.001 per share and a stated value equal to one dollar ($1.00) (the “Stated Value”) and are entitled to a dividend at an annual rate of eight percent (8%) per share. The Company had 225,000 shares of the Convertible Series A Convertible Preferred Stock outstanding as of July 31, 2022. During the year ended in July 31, 2022, the Company declared a dividend of $19,000 and had $55,934 as accumulated dividends as of July 31, 2022. The “Conversion Price” at which shares of Common Stock shall be issuable upon conversion of any shares of Series A Convertible Preferred Stock shall be $0.30 per share. On May 24, 2022, the Company filed a Certificate of Correction with the Nevada Secretary of State with regard to the Company’s Series A Convertible Preferred Stock Certificate of Designation originally filed in August 2020. The Certificate of Correction was filed to correct, among other provisions, certain dates, to correct the Series A Convertible Preferred Stock’s initial conversion price (it is $0.30, and the conversion price is not related to any offering), the date that dividends commenced being paid, to correct the mandatory conversion provisions (with such provision not related to a listing of the Common Stock on a national securities exchange). During the year ended July 31, 2022, the Company evaluated Series A Convertible Preferred Stock and concluded that none of the mandatory conversion events occurred during the period and determined that the convertible shares were classified as equity instruments. SERIES B CONVERTIBLE PREFERRED STOCK In April 2020, the Company’s Board of Directors designated and authorized the issuance up to 1,000,000 shares of the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock is only issuable to the Company’s debt holders as of March 25, 2020 (“Existing Debt Holders”) who may purchase shares of Series B Convertible Preferred Stock at the Stated Value by converting all or part of the debt owed to them by the Corporation as of March 25, 2020. Each share of Series B Convertible Preferred Stock has a par value of $0.001 per share and a stated value equal to one dollar ($1.00) (the “Stated Value”). In April 2020, the Company issued a total of 407,477 shares of Series B Convertible Preferred Stock for settlement of debt of $370,000 on various promissory notes and $37,477 in accrued interest. In March 2021, the Company issued a total of 17,965 shares of Series B Convertible Preferred Stock for settlement of debt of $16,000 on a promissory note and $1,965 in accrued interest. The Company had 425,442 shares of Series B Convertible Preferred Stock outstanding as of July 31, 2022, and 2021. No dividends are payable on the Series B Convertible Preferred Stock. The terms of our Series B Convertible Preferred Stock allow for: Mandatory Conversion SERIES C CONVERTIBLE PREFERRED STOCK In July 2020, the Company’s Board of Directors designated and authorized the issuance up to 1,000,000 shares of the Series C Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock has a par value of $0.001 per share and a stated value equal to ten dollars ($10.00) (the “Stated Value”). On February 25, 2021, Digerati’s Board of Directors approved the issuance of the following shares of Series C Convertible Preferred Stock to officers: ● Arthur L. Smith - 28,928 shares of Series C Convertible Preferred Stock ● Antonio Estrada - 19,399 shares of Series C Convertible Preferred Stock ● Craig Clement - 7,073 shares of Series C Convertible Preferred Stock The Series C Convertible Preferred Stock were issued for accrued compensation to the management team of $554,000. The Company had 55,400 shares of Convertible Series C Convertible Preferred Stock outstanding as of July 31, 2022, and 2021. No dividends are payable on the Convertible Series C Convertible Preferred Stock. The terms of our Series C Convertible Preferred Stock allow for: Automatic Conversion. Upon (i) an up-listing of the Corporation’s Common Stock to Nasdaq or a US national securities exchange, (ii) a financing or offering involving the sale of $5,000,000 or more of the Corporation’s Common Stock or Common Stock Equivalents (a “Material Financing”), (iii) the Corporation ceases to be a public corporation as the result of a going private transaction, (iv) the Corporation, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions (including a transaction involving the Corporation’s spin-off of its Nevada subsidiary, T3 Communications, Inc.), (v) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (vi) the Corporation, directly or indirectly, in one or more related transactions, effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (vii) the Corporation, directly or indirectly, in one or more related transactions, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person, other than an officer or director of the Company, whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), all issued shares of Series C Convertible Preferred Stock shall be automatically converted, without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, into the number of fully paid and nonassessable shares of Common Stock in an amount equal, following conversion, to 22% of the Corporation’s issued and outstanding shares of Common Stock. Each of (i)-(vii) above shall be hereafter referred to as a “Conversion Event” and the date of a Conversion Event shall be hereafter referred to as a “Conversion Date”. Upon any such mandatory conversion and the issuance of Conversion Shares further thereto, the shares of Series C Convertible Preferred Stock shall be deemed cancelled and of no further force or effect. A mandatory conversion is the only means by which Series C Convertible Preferred Stock is convertible as the shares of Series C Convertible Preferred Stock are not convertible at the option of the Holder. For purposes of the foregoing Conversion Events, conversion will be deemed to have taken place immediately prior to the Conversion Event. By way of example, if the Corporation engages in a Material Financing, the Series C Convertible Preferred Stock will be treated as having been converted immediately prior to the issuance of the securities in the Material Underwriting. SERIES F SUPER VOTING PREFERRED STOCK In July 2020, the Company’s Board of Directors designated and authorized the issuance up to 100 shares of the Series F Super Voting Preferred Stock. Each share of Series F Super Voting Preferred Stock has a par value of $0.001 per share and a stated value equal to one cent ($0.01) (the “Stated Value”). On November 17, 2020, Digerati’s Board of Directors approved the issuance of the following shares of Series F Super Voting Preferred Stock to officers: ● Arthur L. Smith - 34 shares of Series F Super Voting Preferred Stock ● Antonio Estrada - 33 shares of Series F Super Voting Preferred Stock ● Craig Clement - 33 shares of Series F Super Voting Preferred Stock The Company had 100 and 100 shares of the Series F Super Voting Preferred Stock outstanding as of July 31, 2022, and 2021. No dividends are payable on the Series F Super Voting Preferred Stock. The terms of our Series F Super Voting Preferred Stock allow for: Voting Rights. Holder of the Series F Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Corporation’s Common Stock, and on all such matters, the shares of Series F Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Corporation are entitled to, as of any such date of determination, on a fully diluted basis, plus Conversion.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Oct. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022
Accounting Policies, by Policy (Policies) [Line Items]
Basis of Presentation		Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or for any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in the Annual Form 10-K filed by the Company with the SEC on April 14, 2022.	Basis of Presentation The accompanying financial statement are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Principles of Consolidation.		Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying unaudited condensed consolidated financial statements.
Emerging Growth Company Status		Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates.		Use of Estimates The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.	Use of Estimates The preparation of these financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents.		Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $209,983 and $264,755 of cash as of September 30, 2022 and December 31, 2021, respectively, and no cash equivalents.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 there were no cash equivalents that was recognized by the Company.
Marketable Securities Held in Trust Account		Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $130,165,886 and $128,400,078 in cash held in the Trust Account, respectively.	Marketable Securities Held in Trust Account At December 31, 2021, the Company had $128,400,078 in cash held in the Trust Account.
Fair Value of Financial Instruments		Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value.
Class A Common Stock Subject to Possible Redemption		Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, the 12,650,000 shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the condensed balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table: Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Class A common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value, December 31, 2021 $ 128,397,500 Plus: Remeasurement of carrying value to redemption value 1,601,263 Class A common stock subject to possible redemption at redemption value, September 30, 2022 $ 129,998,763	Class A Common Stock Subject to Possible Redemption The Company accounts for their Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, the 12,650,000 Class A common stock is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. As of December 31, 2021, the shares of common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value $ 128,397,500
Derivative Financial Instruments		Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liability		Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants to be issued in connection with the IPO (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change.	Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants to be issued in connection with the IPO (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change.
Offering Costs		Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs amounted to $8,998,713, of which $741,209 was allocated to expense associated with the warrant liability.	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs amounted to $8,998,713, of which $741,209 were allocated to expense associated with the warrant liability.
Convertible Instruments		Convertible Instruments The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Earnings (Loss) Per Share		Net Income (Loss) Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company did not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,677,500 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended September 30, Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (454,465 ) $ (112,213 ) $ (669,061 ) $ (434,549 ) $ 4,306,110 $ 1,063,212 $ (519,430 ) $ (584,812 ) Denominator: Basic and diluted weighted average shares outstanding 12,808,125 3,162,500 4,455,000 2,893,478 12,808,125 3,162,500 1,821,600 2,050,889 Basic and diluted net (loss) income per common stock $ (0.04 ) $ (0.04 ) $ (0.15 ) $ (0.15 ) $ 0.34 $ 0.34 $ (0.29 ) $ (0.29 )	Net Income Per Common Stock We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company did not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,677,500 of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. For the period from February 18, Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,917,196 $ 1,989,018 Denominator: Weighted-average shares outstanding 5,010,118 2,543,967 Basic and diluted net income per share $ 0.78 $ 0.78
Income taxes.		Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was (18.55)% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 1.62% and 0.00% for the nine months ended September 30, 2022 and for the period from February 18, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, changes in fair value in derivative liability – conversion feature, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Concentration of Credit Risk.		Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. At December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.
Recently issued accounting pronouncements		Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.
Customers and Suppliers	Customers and Suppliers We rely on various suppliers to provide services in connection with our VOIP and UCaaS offerings. Our customers include businesses in various industries including Healthcare, Banking, Financial Services, Legal, Real Estate, and Construction. We are not dependent upon any single supplier or customer. During the three months ended October 31, 2022 and 2021, the Company did not derive revenues of 10% or more from any single customer. As of October 31, 2022, and 2021, the Company did not have outstanding accounts receivable of 10% or more from any single customer.
DIGERATI TECHNOLOGIES, INC [Member]
Accounting Policies, by Policy (Policies) [Line Items]
Principles of Consolidation.				Principles of Consolidation. The consolidated financial statements include the accounts of Digerati, and its subsidiaries, which are majority owned by Digerati in accordance with ASC 810-10-05. All significant inter-company transactions and balances have been eliminated.
Use of Estimates.				Use of Estimates. In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statement of operations. Actual results could differ from those estimates.
Cash and cash equivalents.				Cash and cash equivalents. The Company considers all bank deposits and highly liquid investments with original maturities of three months or less to be cash and cash equivalents.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic and diluted earnings (loss) per share is computed by dividing loss attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the respective period presented in the Company’s accompanying condensed consolidated financial statements. Fully-diluted earnings (loss) per share is computed similarly to basic income (loss) per share except that the denominator is increased to include the number of dilutive Common Stock equivalents using the treasury stock method for options and warrants and the if-converted method for convertible debt. Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 $ (0.03 ) $ 0.02 Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 Less: adjustments to net income $ - $ (4,331 ) NET INCOME (LOSS) - DILUTED SHARES OUTSTANDING CALCULATION $ (4,988 ) $ (1,912 ) DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 Warrants and Options to purchase common stock - 100,731,026 Convertible Debt - 11,273,568 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED 143,067,151 250,723,611 LOSS PER COMMON SHARE - DILUTED $ (0.03 ) $ (0.01 ) The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive Three months ended 2022 2021 Convertible Preferred Shares 57,501,882 56,405,216 Convertible Debt 37,963,920 11,966,667 Total 95,465,802 68,371,883			Basic and diluted net income (loss) per share. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended July 31, 2022, and 2021, potential dilutive securities including options and warrants were not included in the calculation of diluted net loss per common share as their effect would be anti-dilutive due to the Company’s net loss. Potential dilutive securities, which are not included in dilutive weighted average shares are as follows: 7/31/2022 7/31/2021 Options to purchase common stock 9,130,000 9,230,000 Warrants to purchase common stock 108,841,179 109,506,179 Convertible debt 43,628,667 20,506,684 Convertible Series A Preferred stock 750,000 750,000 Convertible Series B Preferred stock 25,575,847 24,936,847 Convertible Series C Preferred stock 31,259,369 30,478,369 Total: 219,185,062 195,408,079
Income taxes.				Income taxes. Digerati recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Digerati provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Since January 1, 2007, Digerati accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board on income taxes which addresses how an entity should recognize, measure and present in the financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, Digerati recognizes a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As of July 31, 2022, we have no liability for unrecognized tax benefits.
Concentration of Credit Risk.				Concentration of Credit Risk. Financial instruments that potentially subject Digerati to concentration of credit risk consist primarily of trade receivables. In the normal course of business, Digerati provides credit terms to its customers. Accordingly, Digerati performs ongoing credit evaluations of its customers and maintains allowances for possible losses, which, when realized, have been within the range of management’s expectations. Digerati maintains cash in bank deposit accounts, which, at times, may exceed federally insured limits. Digerati has not experienced any losses in such accounts and Digerati does not believe it is exposed to any significant credit risk on cash and cash equivalents.
Recently issued accounting pronouncements	Recently issued accounting pronouncements. Recent accounting pronouncements, other than below, issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not, or are not, believed by management to have a material effect on the Company’s present or future financial statements. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this ASU on its financial statements.			Recently issued accounting pronouncements. In the fourth quarter of fiscal year 2022, the Company early adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, Recent accounting pronouncements, other than below, issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not, or are not, believed by management to have a material effect on the Company’s present or future financial statements. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of this ASU on its financial statements.
Treasury shares	Treasury Shares As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 45,000,000 treasury shares for consideration for future conversions and exercise of warrants, for convertible notes with fixed conversion price, notes with variable conversion feature with a floor and warrants with a conversion price floor. The Company will evaluate the reserved treasury shares on a quarterly basis, and if necessary, reserve additional treasury shares. As of October 31, 2022, we believe that the treasury shares reserved are sufficient for any future conversions of these instruments. As a result, these debt instruments and warrants are excluded from derivative consideration.			Treasury Shares. As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 30,000,000 treasury shares for consideration for future conversions and exercise of warrants. The Company will evaluate the reserved treasury shares on a quarterly basis, and if necessary, reserve additional treasury shares. As of July 31, 2022, we believe that the treasury share reserved are sufficient for any future conversions of these instruments. As a result, these debt instruments and warrants are excluded from derivative consideration.
Revenue Recognition	Sources of revenue: The Company recognizes cloud-based hosted services revenue, mainly from subscription services for its cloud telephony applications that includes hosted IP/PBX services, SIP trunking, call center applications, auto attendant, voice, and web conferencing, call recording, messaging, voicemail to email conversion, integrated mobility applications that are device and location agnostic, and other customized applications. Other services include enterprise-class data and connectivity solutions through multiple broadband technologies including cloud WAN or SD-WAN (Software-defined Wide Area Network), fiber, and Ethernet over copper. We also offer remote network monitoring, data backup and disaster recovery services. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer.			Revenue Recognition. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenues from Contracts with Customers (ASC 606). Sources of revenue: Cloud-based hosted Services. The Company recognizes cloud-based hosted services revenue, mainly from subscription services for its cloud telephony applications that includes hosted IP/PBX services, SIP trunking, call center applications, auto attendant, voice, and web conferencing, call recording, messaging, voicemail to email conversion, integrated mobility applications that are device and location agnostic, and other customized applications. Other services include enterprise-class data and connectivity solutions through multiple broadband technologies including cloud WAN or SD-WAN (Software-defined Wide Area Network), fiber, and Ethernet over copper. We also offer remote network monitoring, data backup and disaster recovery services. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company’s revenue is recognized at the time control of the products transfers to the customer.
Service Revenue	Service Revenue Service revenue from subscriptions to the Company’s cloud-based technology platform is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as deferred revenue. Usage fees, either bundled or not bundled, are recognized when the Company has a right to invoice. Professional services for configuration, system integration, optimization, customer training and/or education are primarily billed on a fixed-fee basis and are performed by the Company directly. Alternatively, customers may choose to perform these services themselves or engage their own third-party service providers. Professional services revenue is recognized over time, generally as services are activated for the customer.			Service Revenue. Service revenue from subscriptions to the Company’s cloud-based technology platform is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Usage fees, either bundled or not bundled, are recognized when the Company has a right to invoice. Professional services for configuration, system integration, optimization, customer training and/or education are primarily billed on a fixed-fee basis and are performed by the Company directly. Alternatively, customers may choose to perform these services themselves or engage their own third-party service providers. Professional services revenue is recognized over time, generally as services are activated for the customer.
Product Revenue	Product Revenue The Company recognizes product revenue for telephony equipment at a point in time, when transfer of control has occurred, which is generally upon delivery. Sales returns are recorded as a reduction to revenue estimated based on historical data.			Product Revenue. The Company recognizes product revenue for telephony equipment at a point in time, when transfer of control has occurred, which is generally upon delivery. Sales returns are recorded as a reduction to revenue estimated based on historical experience.
Disaggregation of Cloud-based hosted revenues	Disaggregation of Cloud-based hosted revenues. Summary of disaggregated revenue is as follows (in thousands): For the Three Months ended 2022 2021 Cloud software and service revenue $ 8,076 $ 3,703 Product revenue 54 74 Total operating revenues $ 8,130 $ 3,777			Disaggregation of Cloud-based hosted revenues. Summary of disaggregated revenue is as follows (in thousands): For the Years ended 2022 2021 Cloud software and service revenue $ 23,871 $ 12,153 Product revenue 283 263 Total operating revenues $ 24,154 $ 12,416
Contract Assets	Contract Assets Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services or equipment for a reduced consideration at the onset of an arrangement; for example, when the initial month’s services or equipment are discounted. Contract assets are included in prepaid and other current assets in the consolidated balance sheets, depending on if their reduction is recognized during the succeeding 12-month period or beyond. Contract assets as of October 31, 2022, and July 31, 2022, were $5,988 and $6,701, respectively.			Contract Assets. Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services or equipment for a reduced consideration at the onset of an arrangement; for example, when the initial month’s services or equipment are discounted. Contract assets are included in prepaid and other current assets in the consolidated balance sheets, depending on if their reduction is recognized during the succeeding 12-month period or beyond. Contract assets as of July 31, 2022, and July 31, 2021, were $6,701 and $17,661, respectively.
Deferred Income	Deferred Income Deferred income represents billings or payment received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services, for services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding 12-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other noncurrent liabilities in the consolidated balance sheets. Deferred income as of October 31, 2022, and July 31, 2022, were $244,530 and $66,167, respectively.			Deferred Income. Deferred income represents billings or payment received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual plan subscription services, for services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding 12-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other noncurrent liabilities in the consolidated balance sheets. Deferred income as of July 31, 2022, and July 31, 2021, were $66,167 and $19,984, respectively.
Customer deposits	Customer deposits The Company in some instances requires customers to make deposits for last month of services, equipment, installation charges and training. As equipment is installed and training takes places the deposits are then applied to revenue. The deposit for the last month of services is applied to any outstanding balances if services are cancelled. If the customer’s account is paid in full, the Company will refund the full deposit in the month following service termination. As of October 31, 2022, and July 31, 2022, Digerati’s customer deposits balance was $873,518 and $864,345, respectively. The customer deposit balance is included as part of deferred income on the consolidated balance sheet.			Customer deposits. The Company in some instances requires customers to make deposits for the last month of services, equipment, installation charges and training. As equipment is installed and training takes places the deposits are then applied to revenue. The deposit for the last month of services is applied to any outstanding balances if services are cancelled. If the customer’s account is paid in full, the Company will refund the full deposit in the month following service termination. As of July 31, 2022, and July 31, 2021, Digerati’s customer deposits balance was $864,345 and $0, respectively. The customer deposit balance is included as part of deferred income on the consolidated balance sheets.
Costs to Obtain a Customer Contract	Costs to Obtain a Customer Contract Direct incremental costs of obtaining a contract, consisting of sales commissions, are deferred and amortized over the estimated life of the customer, which currently averages 36 months. The Company calculates the estimated life of the customer on an annual basis. The Company classifies deferred commissions as prepaid expenses or other noncurrent assets based on the timing of when it expects to recognize the expense. As of October 31, 2022, the Company has $317,358 in deferred commissions/contract costs. Sales commissions expensed for the three months ended October 31, 2022 and October 31, 2021, were $676,608 and $323,704, respectively. The cost to obtain customer contract balance is included as part of prepaid expenses on the consolidated balance sheet.			Costs to Obtain a Customer Contract. Direct incremental costs of obtaining a contract, consisting of sales commissions, are deferred, and amortized over the estimated life of the customer, which currently averages 36 months. The Company calculates the estimated life of the customer on an annual basis. The Company classifies deferred commissions as prepaid expenses or other noncurrent assets based on the timing of when it expects to recognize the expense. As of July 31, 2022, the Company has $184,808 in deferred commissions/contract costs. Sales commissions expensed for the year ended July 31, 2022, and the year ended July 31, 2021, were $2,262,129 and $871,561, respectively. The cost to obtain customer contract balance is included as part of prepaid expenses on the consolidated balance sheets.
Direct Costs - Cloud-based hosted Services	Direct Costs - Cloud software and service We incur bandwidth and colocation charges in connection with our UCaaS or cloud communication services. The bandwidth charges are incurred as part of the connectivity between our customers to allow them access to our various services. We also incur costs from underlying providers for fiber, internet broadband, and telecommunication circuits in connection with our data and connectivity solutions.			Direct Costs - Cloud-based hosted Services. We incur bandwidth and colocation charges in connection with our UCaaS or cloud communication services. The bandwidth charges are incurred as part of the connectivity between our customers to allow them access to our various services. We also incur costs from underlying providers for fiber, internet broadband, and telecommunication circuits in connection with our data and connectivity solutions.
Derivative financial instruments	Derivative financial instruments Digerati does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. However, Digerati evaluates its convertible instruments and free-standing instruments such as warrants for derivative liability accounting. 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. Any changes in fair value are recorded as non-operating, non-cash income or expense for each reporting period. For derivative notes payable conversion options and warrants Digerati uses the Black-Scholes option-pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date.			Derivative financial instruments Digerati does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. However, Digerati analyzes its convertible instruments and free-standing instruments such as warrants for derivative liability accounting. 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. Any changes in fair value are recorded as non-operating, non-cash income or expense for each reporting period. For derivative notes payable conversion options and warrants Digerati uses the Black-Scholes option-pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date.
Fair Value of Financial Instruments	Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. Our derivative liabilities as of October 31, 2022, and July 31, 2022, are approximately $13,664,035 and $10,587,717, respectively. The following table provides the fair value of the derivative financial instruments measured at fair value using significant unobservable inputs: Fair value measurements at reporting date using. Quoted prices in active markets Significant Significant Description Fair Value (Level 1) (Level 2) (Level 3) Derivative liability at July 31, 2022 $ 10,587,717 - - $ 10,587,717 Derivative liability at October 31, 2022 $ 13,664,035 - - $ 13,664,035 The fair market value of all derivatives during the year ended July 31, 2022, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years The fair market value of all derivatives during the three months ended October 31, 2022, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 86.37% - 230.15% Risk-free interest rate 4.00% - 4.10% Expected term 0.16 - 8.05 years The following table provides a summary of the changes in fair value of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs: Balance at July 31, 2022 $ 10,587,717 Derivative loss 3,076,318 Balance at October 31, 2022 $ 13,664,035			Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is used which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy based on the three levels of inputs that may be used to measure fair value are as follows: Level 1 Level 2 Level 3 For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to the short maturity of these instruments. The carrying value of our long-term debt approximates its fair value based on the quoted market prices for the same or similar issues or the current rates offered to us for debt of the same remaining maturities. Our derivative liabilities as of July 31, 2022, and 2021 of $10,588,000 and $16,773,000, respectively. The following table provides the fair value of the derivative financial instruments measured at fair value using significant unobservable inputs: Fair value measurements at Description Fair Value Quoted prices in Significant Significant Convertible promissory notes derivative liability at July 31, 2021 $ 16,773,383 - - $ 16,773,383 Convertible promissory notes derivative liability at July 31, 2022 $ 10,587,717 - - $ 10,587,717 The fair market value of all derivatives during the year ended July 31, 2022, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years The fair market value of all derivatives during the year ended July 31, 2021, was determined using the Black-Scholes option pricing model which used the following assumptions: Expected dividend yield 0.00% Expected stock price volatility 125.60% - 283.01% Risk-free interest rate 0.05% - 1.65% Expected term 0.03 - 10.00 years The following table provides a summary of the changes in fair value of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs: Balance at July 31, 2020 $ 606,123 Derivative from new convertible promissory notes and warrants recorded as debt discount 6,820,108 Derivative liability resolved to additional paid in capital due to debt conversion (588,097 ) Derivative loss 9,935,249 Balance at July 31, 2021 $ 16,773,383 Derivative gain (6,185,666 ) Balance at July 31, 2022 $ 10,587,717
Noncontrolling interest	Noncontrolling interest The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, On May 1, 2018, T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (“SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days. For the three months ended October 31, 2022, and 2021, the Company accounted for a noncontrolling interest of $161,000 and $158,000, respectively. Additionally, one of the buyers serves as a Board Member of T3 Communications, Inc., a Florida Corporation, one of our operating subsidiaries.
Description of Business.				Description of Business. Digerati Technologies, Inc., a Nevada corporation (including our subsidiaries, “we,” “us,” “Company” or “Digerati”), through its operating subsidiaries in Texas, Florida, and California that includes Shift8 Networks, Inc., dba, T3 Communications, T3 Communications, Inc. (both referred to herein as “T3”), Nexogy Inc., and NextLevel Internet, Inc., provides cloud services specializing in Unified Communications as a Service (“UCaaS”) and broadband connectivity solutions for the business market. Our product line includes a portfolio of Internet-based telephony products and services delivered through our cloud application platform and session-based communication network and network services including Internet broadband, fiber, mobile broadband, and cloud WAN solutions (SD WAN). We provide enterprise-class, carrier-grade services to the small-to-medium-sized business (“SMB”) at cost-effective monthly rates. Our UCaaS or cloud communication services include fully hosted IP/PBX, video conferencing, mobile applications, Voice over Internet Protocol (“VoIP”) transport, SIP trunking, and customized VoIP services all delivered Only in the Cloud™
Cost Method Investment.				Cost Method Investment. On June 14, 2019, the Company, entered into a Stock Purchase Agreement (the “Agreement”) to acquire a 12% minority interest in Itellum Comunicacions Costa Rica, S.R.L. The Company paid $100,000 in cash, issued 500,000 shares of common stock with a market value of $85,000. As result, the Company holds a minority interest in Itellum for an investment of $185,000. The Company has no influence over the operating and financial policies of Itellum. The Company has no controlling interest, is not the primary beneficiary and does not have the ability to exert significant influence. As a result, we accounted for this investment using the measurement alternative, defined as cost, less impairment, plus or minus changes resulting from observable price changes for identical or similar investments of the same issuer.
Beneficial conversion features.				Beneficial conversion features. The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.
Related parties.				Related parties. The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party.
Allowance for Doubtful Accounts.				Allowance for Doubtful Accounts. Bad debt expense is recognized based on management’s estimate of likely losses each year based on past experience and an estimate of current year uncollectible amounts. As of July 31, 2022, and 2021, Digerati’s allowance for doubtful accounts balance was $74,628 and $29,000, respectively.
Property and equipment.				Property and equipment. Property and equipment are recorded at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are one (1) to seven (7) years.
Goodwill.				Goodwill. Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis at the end of each fiscal year, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350. The Company completed an evaluation of goodwill at July 31, 2022 and 2021 and determined that there was no impairment. The fair value of the Company’s reporting unit is dependent upon the Company’s estimate of future cash flows and other factors. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Estimated future cash flows are adjusted by an appropriate discount rate derived from the Company’s market capitalization plus a suitable control premium at date of the evaluation. The financial and credit market volatility directly impacts the Company’s fair value measurement through the Company’s weighted average cost of capital that the Company uses to determine its discount rate and through the Company’s stock price that the Company uses to determine its market capitalization. Therefore, changes in the stock price may also affect the amount of impairment recorded.
Intangible Assets.				Intangible Assets. Our intangible assets consist of customer relationships, developed technologies, trademarks and trade name. The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented, or exchanged, either individually or in combination with a related contract, asset, or liability. The intangible assets are amortized following the patterns in which the economic benefits are consumed or straight-line over the estimated useful life. We periodically review the estimated useful lives of our intangible assets and review these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The determination of impairment is based on estimates of future undiscounted cash flows. If an intangible asset is considered to be impaired, the amount of the impairment will be equal to the excess of the carrying value over the fair value of the asset.
Valuation of Goodwill and Intangible Assets.				Valuation of Goodwill and Intangible Assets. Goodwill and other intangible assets include the cost of the acquired business in excess of the fair value of the tangible net assets recorded in connection with an acquisition. Other intangible assets include customer relationships, non-compete agreements, and trademarks. The Company uses a third-party specialty valuation firm to value its intangible assets acquired in its business combination and asset acquisitions. During the year ended July 31, 2022, the Company acquired Skynet Telecom LLC and Next Level Internet, Inc. the acquisitions were accounted for under the purchase method of accounting, with the Company identified as the accounting acquirer. Accordingly, the purchase prices of acquired tangible and intangible assets and liabilities were recorded and allocated at fair value on a relative basis as of acquisition dates. The Company based its estimates on historical experience, discounted cash flows and on various other assumptions that are believed to be reasonable in the circumstances at the time of acquisition, the results of which form the basis for making judgments about the fair value of the intangible assets acquired that are not readily apparent from other sources. The actual results from these acquisitions may differ from these estimates.
Long-Lived Assets.				Long-Lived Assets. The Company reviews its long-lived assets, including property and equipment and identifiable intangibles annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets.
Impairment of Long-Lived Assets.				Impairment of Long-Lived Assets. Digerati reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the value of an asset may no longer be appropriate. Digerati assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value.
Business combinations.				Business combinations. Each investment in a business is being measured and determined whether the investment should be accounted for as a cost-basis investment, an equity investment, a business combination, or a common control transaction. An investment in which the Company does not have a controlling interest and which the Company is not the primary beneficiary but where the Company has the ability to exert significant influence is accounted for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations, the Company records the assets acquired and liabilities assumed at the management’s estimate of their fair values on the date of the business combination. The assessment of the estimated fair value of each of these can have a material effect on the reported results as intangible assets are amortized over various lives. Furthermore, according to ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.
Stock-based compensation.				Stock-based compensation. Stock-based compensation
Noncontrolling interest				Noncontrolling interest. The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, On May 1, 2018, T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (’SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days. For the years ended July 31, 2022, and 2021, the Company accounted for a noncontrolling interest of $1,341,000 and $332,000, respectively. Additionally, one of the buyers serves as a Board Member of T3 Communications, Inc., a Florida Corporation, one of our operating subsidiaries.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Oct. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022
Significant Accounting Policies (Tables) [Line Items]
Schedule of common stock subject to possible redemption reflected on the condensed balance sheets reconciled		Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Class A common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value, December 31, 2021 $ 128,397,500 Plus: Remeasurement of carrying value to redemption value 1,601,263 Class A common stock subject to possible redemption at redemption value, September 30, 2022 $ 129,998,763
Schedule of basic and diluted net income (loss) per common stock		Three Months Ended Three Months Ended September 30, Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (454,465 ) $ (112,213 ) $ (669,061 ) $ (434,549 ) $ 4,306,110 $ 1,063,212 $ (519,430 ) $ (584,812 ) Denominator: Basic and diluted weighted average shares outstanding 12,808,125 3,162,500 4,455,000 2,893,478 12,808,125 3,162,500 1,821,600 2,050,889 Basic and diluted net (loss) income per common stock $ (0.04 ) $ (0.04 ) $ (0.15 ) $ (0.15 ) $ 0.34 $ 0.34 $ (0.29 ) $ (0.29 )	For the period from February 18, Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 3,917,196 $ 1,989,018 Denominator: Weighted-average shares outstanding 5,010,118 2,543,967 Basic and diluted net income per share $ 0.78 $ 0.78
Schedule of common stock reflected on the balance sheet are reconciled			Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value $ 128,397,500
DIGERATI TECHNOLOGIES, INC [Member]
Significant Accounting Policies (Tables) [Line Items]
Schedule of basic and diluted net income (loss) per common stock	Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 $ (0.03 ) $ 0.02 Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 Less: adjustments to net income $ - $ (4,331 ) NET INCOME (LOSS) - DILUTED SHARES OUTSTANDING CALCULATION $ (4,988 ) $ (1,912 ) DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 Warrants and Options to purchase common stock - 100,731,026 Convertible Debt - 11,273,568 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED 143,067,151 250,723,611 LOSS PER COMMON SHARE - DILUTED $ (0.03 ) $ (0.01 )
Schedule of disaggregated revenue	For the Three Months ended 2022 2021 Cloud software and service revenue $ 8,076 $ 3,703 Product revenue 54 74 Total operating revenues $ 8,130 $ 3,777			For the Years ended 2022 2021 Cloud software and service revenue $ 23,871 $ 12,153 Product revenue 283 263 Total operating revenues $ 24,154 $ 12,416
Schedule of derivative financial instruments measured at fair value on a recurring basis				Fair value measurements at Description Fair Value Quoted prices in Significant Significant Convertible promissory notes derivative liability at July 31, 2021 $ 16,773,383 - - $ 16,773,383 Convertible promissory notes derivative liability at July 31, 2022 $ 10,587,717 - - $ 10,587,717
Schedule of determined using the Black-Scholes option pricing model	Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years Expected dividend yield 0.00% Expected stock price volatility 86.37% - 230.15% Risk-free interest rate 4.00% - 4.10% Expected term 0.16 - 8.05 years			Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years Expected dividend yield 0.00% Expected stock price volatility 125.60% - 283.01% Risk-free interest rate 0.05% - 1.65% Expected term 0.03 - 10.00 years
Schedule of derivative financial instruments measured at fair value on a recurring basis				Balance at July 31, 2020 $ 606,123 Derivative from new convertible promissory notes and warrants recorded as debt discount 6,820,108 Derivative liability resolved to additional paid in capital due to debt conversion (588,097 ) Derivative loss 9,935,249 Balance at July 31, 2021 $ 16,773,383 Derivative gain (6,185,666 ) Balance at July 31, 2022 $ 10,587,717
Schedule of dilutive weighted average shares	Three months ended 2022 2021 Convertible Preferred Shares 57,501,882 56,405,216 Convertible Debt 37,963,920 11,966,667 Total 95,465,802 68,371,883			7/31/2022 7/31/2021 Options to purchase common stock 9,130,000 9,230,000 Warrants to purchase common stock 108,841,179 109,506,179 Convertible debt 43,628,667 20,506,684 Convertible Series A Preferred stock 750,000 750,000 Convertible Series B Preferred stock 25,575,847 24,936,847 Convertible Series C Preferred stock 31,259,369 30,478,369 Total: 219,185,062 195,408,079

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation inputs	September 30, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 130,165,886 $ 130,165,886 — — Liabilities: Public Warrants: Liabilities 1,138,500 1,138,500 — — Private Placement Warrants: Liabilities 555,797 — — 555,797 $ 1,694,297 $ 1,138,500 $ — $ 555,797 December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,400,078 $ 128,400,078 — — Liabilities: Public Warrants: Liabilities $ 5,313,000 $ 5,313,000 $ — $ — Private Placement Warrants: Liabilities 2,566,959 — — 2,566,959 $ 7,879,959 $ 5,313,000 $ — $ 2,566,959	Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 15,085,335 Transfer of public warrants to Level 1 (10,141,998 ) Change in fair value (2,376,378 ) Fair Value at December 31, 2021 $ 2,566,959
Schedule of changes to Level 3 liabilities	Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 15,085,335 Transfer of public warrants to Level 1 (10,141,998 ) Change in fair value (2,376,378 ) Fair Value at December 31, 2021 2,566,959 Change in fair value (1,417,244 ) Fair Value at March 31, 2022 1,149,715 Change in fair value (692,454 ) Fair Value at June 30, 2022 457,261 Change in fair value 98,536 Fair Value at September 30, 2022 $ 555,797
Schedule of modified black scholes simulation	(Initial Measurement) August 30, 2021 December 31, 2021 September 30, 2022 Risk-free interest rate 0.97 % 1.31 % 4.04 % Expected term remaining (years) 5.91 5.49 5.34 Expected volatility 17.00 % 7.70 % 9.10 % Stock price $ 9.197 $ 9.98 $ 10.14	(Initial December 31, Risk-free interest rate 0.97 % 1.31 % Expected term remaining (years) 5.91 5.49 Expected volatility 17.0 % 7.7 % Stock price $ 9.197 $ 9.98
Schedule of primary assumptions used for the valuation of the conversion feature within the working capital loans	March 1, March 23, Warrant Valuation Terms 2022 2022 Risk-free interest rate 1.58 % 2.34 % Term 5.40 5.34 Expected volatility 5.90 % 2.80 % Stock Price $ 10.01 $ 10.02 Compound Option Terms Strike price-debt conversion $ 1.00 $ 1.00 Strike–price - warrants $ 11.50 $ 11.50 Term - debt conversion 0.40 0.34 Term - warrant conversion 5.40 5.34 Probability of transaction 80 % 80 % Probability of transaction - Target Date 5/30/2022 40 % 40 % Probability of transaction - Target Date 8/30/2022 60 % 60 % September 30, Warrant Valuation Terms 2022 Risk-free interest rate 4.06 % Term 5.34 Expected volatility 9.10 % Stock Price $ 10.14 Compound Option Terms Strike price-debt conversion $ 1.00 Strike–price - warrants $ 11.50 Term - debt conversion 0.34 Term - warrant conversion 5.34 Probability of transaction - Target Date 11/30/2022 30 % Probability of transaction - Target Date 2/28/2023 70 %
Schedule of changes in the fair value of the Level 3 conversion option	Working Capital Loans- Fair value at issuance dates of March 1, 2022 and March 23, 2022 $ — Change in valuation inputs or other assumptions 1,098 Fair value as of June 30, 2022 1,098 Change in valuation inputs or other assumptions (1,098 ) Fair value as of September 30, 2022 $ ---
Schedule of fair value assets and liabilities		December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,400,078 $ 128,400,078 — — $ 128,400,078 $ 128,400,078 $ — $ — Liabilities: Public Warrants: Liabilities $ 5,313,000 $ 5,313,000 $ — $ — Private Placement Warrants: Liabilities 2,566,959 — — 2,566,959 $ 7,879,959 $ 5,313,000 $ — $ 2,566,959

Income Tax (Tables)

Income Tax (Tables)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Jul. 31, 2022
Income Tax (Tables) [Line Items]
Schedule of net deferred tax assets	December 31, Deferred tax asset Start-up costs 80,282 Federal net operating loss 36,498 Total deferred tax asset 116,781 Valuation allowance (116,781 ) Deferred tax asset, net of allowance $ —
Schedule of income tax provision (benefit)	For the period Federal Current $ — Deferred (116,781 ) State Current — Deferred — Valuation allowance 116,781 Income tax provision $ —
Schedule of federal income tax rate	Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit — % Meals and entertainment % Offering expenses 2.6 % Change in fair value of warrants (25.6 )% Valuation allowance 2.0 % Income tax provision — %
DIGERATI TECHNOLOGIES, INC [Member]
Income Tax (Tables) [Line Items]
Schedule of net deferred tax assets		2022 2021 Net operating loss carryover $ 5,534,915 $ 3,242,773 Valuation allowance (5,534,915 ) (3,242,773 ) Total deferred tax asset, net $ - $ -
Schedule of federal income tax rate		2022 2021 Expected Federal benefit (provision), at statutory rate 21.0 % 21.0 % Change in valuation allowance (21.0 )% (21.0 )% 0.0 % 0.0 %

Basis of Presentation (Tables)

Basis of Presentation (Tables) - DIGERATI TECHNOLOGIES, INC [Member]	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Basis of Presentation (Tables) [Line Items]
Schedule of dilutive weighted average shares	Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 $ (0.03 ) $ 0.02 Three months ended (in thousands, except per share data) 2022 2021 NUMERATOR: NET INCOME (LOSS) $ (4,988 ) $ 2,419 Less: adjustments to net income $ - $ (4,331 ) NET INCOME (LOSS) - DILUTED SHARES OUTSTANDING CALCULATION $ (4,988 ) $ (1,912 ) DENOMINATOR: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 143,067,151 138,719,017 Warrants and Options to purchase common stock - 100,731,026 Convertible Debt - 11,273,568 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED 143,067,151 250,723,611 LOSS PER COMMON SHARE - DILUTED $ (0.03 ) $ (0.01 )
Schedule of basic and diluted net loss per share	Three months ended 2022 2021 Convertible Preferred Shares 57,501,882 56,405,216 Convertible Debt 37,963,920 11,966,667 Total 95,465,802 68,371,883	7/31/2022 7/31/2021 Options to purchase common stock 9,130,000 9,230,000 Warrants to purchase common stock 108,841,179 109,506,179 Convertible debt 43,628,667 20,506,684 Convertible Series A Preferred stock 750,000 750,000 Convertible Series B Preferred stock 25,575,847 24,936,847 Convertible Series C Preferred stock 31,259,369 30,478,369 Total: 219,185,062 195,408,079
Schedule of disaggregated revenue	For the Three Months ended 2022 2021 Cloud software and service revenue $ 8,076 $ 3,703 Product revenue 54 74 Total operating revenues $ 8,130 $ 3,777	For the Years ended 2022 2021 Cloud software and service revenue $ 23,871 $ 12,153 Product revenue 283 263 Total operating revenues $ 24,154 $ 12,416
Schedule of derivative financial instruments measured at fair value	Fair value measurements at reporting date using. Quoted prices in active markets Significant Significant Description Fair Value (Level 1) (Level 2) (Level 3) Derivative liability at July 31, 2022 $ 10,587,717 - - $ 10,587,717 Derivative liability at October 31, 2022 $ 13,664,035 - - $ 13,664,035
Schedule of derivatives using the Black-Scholes option pricing model	Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years Expected dividend yield 0.00% Expected stock price volatility 86.37% - 230.15% Risk-free interest rate 4.00% - 4.10% Expected term 0.16 - 8.05 years	Expected dividend yield 0.00% Expected stock price volatility 63.32% - 250.19% Risk-free interest rate 0.03% - 2.98% Expected term 0.05 - 9.50 years Expected dividend yield 0.00% Expected stock price volatility 125.60% - 283.01% Risk-free interest rate 0.05% - 1.65% Expected term 0.03 - 10.00 years
Schedule of derivative financial instruments measured at fair value	Balance at July 31, 2022 $ 10,587,717 Derivative loss 3,076,318 Balance at October 31, 2022 $ 13,664,035

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Intangible Assets (Tables) [Line Items]
Schedule of changes in intangible assets	Gross Accumulated Net Carrying October 31, 2022 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (38,017 ) 1,983 Customer relationships, 7 years 10,947,262 (2,943,548 ) 8,003,714 Trademarks, 7 & 10 years 7,148,000 (1,226,311 ) 5,921,689 Non-compete, 2 & 3 years 931,000 (507,083 ) 423,917 Marketing & Non-compete, 5 years 800,263 (719,983 ) 80,280 Total Definite-lived Intangible Assets 20,016,525 (5,584,942 ) 14,431,583 Goodwill 19,380,080 - 19,380,080 Balance, October 31, 2022 $ 39,396,605 $ (5,584,942 ) $ 33,811,663 Gross Accumulated Net Carrying July 31, 2022 Value Amortization Amount NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (36,684 ) 3,316 Customer relationships, 7 years 10,947,262 (2,573,052 ) 8,374,210 Trademarks, 7 & 10 years 7,148,000 (993,806 ) 6,154,194 Non-compete, 2 & 3 years 931,000 (394,583 ) 536,417 Marketing & Non-compete, 5 years 800,263 (679,980 ) 120,283 Total Definite-lived Intangible Assets 20,016,525 (4,828,105 ) 15,188,420 Goodwill 19,380,080 - 19,380,080 Balance, July 31, 2022 $ 39,396,605 $ (4,828,105 ) $ 34,568,500	July 31, 2022 Gross Carrying Accumulated Net Carrying NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (36,684 ) 3,316 Customer relationships, 7 years 10,947,262 (2,573,052 ) 8,374,210 Trademarks, 7 & 10 years 7,148,000 (993,806 ) 6,154,194 Non-compete, 2 & 3 years 931,000 (394,583 ) 536,417 Marketing & Non-compete, 5 years 800,263 (679,980 ) 120,283 Total Definite-lived Intangible Assets 20,016,525 (4,828,105 ) 15,188,420 Goodwill 19,380,080 - 19,380,080 Balance, July 31, 2022 $ 39,396,605 $ (4,828,105 ) $ 34,568,500 July 31, 2021 Gross Carrying Accumulated Amortization Net Carrying NetSapiens - license, 10 years $ 150,000 $ (150,000 ) $ - Customer relationships, 5 years 40,000 (28,672 ) 11,328 Customer relationships 7 years 6,790,000 (1,310,720 ) 5,479,280 Trademarks, 7 years 2,870,000 (307,500 ) 2,562,500 Non-compete, 2 & 3 years 291,000 (97,500 ) 193,500 Marketing & Non-compete, 5 years 800,000 (520,000 ) 280,000 Total Definite-lived Intangible Assets 10,941,000 (2,414,392 ) 8,526,608 Goodwill 3,931,298 - 3,931,298 Balance, July 31, 2021 $ 14,872,298 $ (2,414,392 ) $ 12,457,906

Stock-Based Compensation (Table

Stock-Based Compensation (Tables) - DIGERATI TECHNOLOGIES, INC [Member]	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Stock-Based Compensation (Tables) [Line Items]
Schedule of stock options	Weighted average Weighted average Options price term (years) Outstanding at July 31, 2022 9,130,000 $ 0.17 2.39 Granted - - - Exercised - - - Forfeited and cancelled - - - Outstanding on October 31, 2022 9,130,000 $ 0.17 2.13 Exercisable on October 31, 2022 7,766,613 $ 0.19 1.96	Options Weighted- Weighted- Outstanding at July 31, 2020 5,000,000 $ 0.27 2.66 Granted 4,230,000 $ 0.05 4.39 Exercised - - - Forfeited and cancelled - - - Outstanding at July 31, 2021 9,230,000 $ 0.17 2.93 Granted - - - Exercised - - - Forfeited and cancelled (100,000 ) $ 0.25 - Outstanding at July 31, 2022 9,130,000 $ 0.17 2.39 Exercisable at July 31, 2022 7,551,179 $ 0.20 2.11
Schedule of fair market value of all options issued Black-Scholes option pricing model		Expected dividend yield 0.00% Expected stock price volatility 197.71% - 198.82% Risk-free interest rate 0.22% - 0.34% Expected term 2.0 - 3.0 years.

Warrants (Tables)

Warrants (Tables)	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Warrants (Tables) [Line Items]
Schedule of warrants outstanding	Warrants Weighted average Weighted average Outstanding at July 31, 2022 108,841,179 $ 0.01 8.21 Granted - - - Exercised (160,628 ) $ 0.13 - Forfeited and cancelled (129,702 ) $ 0.15 - Outstanding on October 31, 2022 108,550,849 $ 0.01 7.98 Exercisable on October 31, 2022 81,325,562 $ 0.01 8.00	Warrants Weighted- Weighted- Outstanding at July 31, 2020 2,540,000 $ 0.33 1.61 Granted 107,701,179 $ 0.01 9.50 Exercised (330,000 ) $ 0.10 - Expired (405,000 ) $ 0.50 - Outstanding at July 31, 2021 109,506,179 $ 0.01 9.17 Exercised - - - Expired (665,000 ) $ 0.18 - Outstanding at July 31, 2022 108,841,179 $ 0.01 8.21 Exercisable at July 31, 2022 81,615,885 $ 0.01 8.22

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables) - DIGERATI TECHNOLOGIES, INC [Member]	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Convertible Notes Payable (Tables) [Line Items]
Schedule of convertible notes payable	October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On October 13, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $330,000, annual interest rate of 8% and an original maturity date of October 13, 2021, the maturity date was extended until December 15, 2021, and subsequently the maturity date was extended until July 31, 2022. On September 28, 2022, the holder agreed to extend the maturity date until February 28, 2023. After payment of transaction-related expenses and closing fees of $32,000, net proceeds to the Company from the Note totaled $298,000. The Company recorded $32,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 1,000,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $45,003 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $134,423 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 28, 2022, the lender agreed to extend the maturity date until February 28, 2023. The total unamortized discount on the Note as of October 31, 2022, and July 31, 2022, was $0. The total principal balance outstanding as of October 31, 2022, and July 31, 2022, was $165,000 (See below variable conversion terms No.1) $ 165,000 $ 165,000 On January 27, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of January 27, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $24,368 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $44,368 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.05 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On January 27, 2022, the lender agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On August 1, 2022, the lender agreed to extend the maturity date until January 31, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $28,740 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The total unamortized discount on the Note as of October 31, 2022, and July 31, 2022, was $0, respectively. The total principal balance outstanding as of October 31, 2022, and July 31, 2022, were $325,000 and $275,000, respectively. 325,000 275,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On April 14, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of April 14, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $63,433 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $96,766 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On April 14, 2022, the lender agreed to extend the maturity date until October 14, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On September 16, 2022, the lender agreed to extend the maturity date until April 14, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $35,400 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The total unamortized discount on the Note as of October 31, 2022, and July 31, 2022, was $0, respectively. The total principal balance outstanding as of October 31, 2022, and July 31, 2022, were $325,000 and $275,000, respectively. 325,000 275,000 On August 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of August 31, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 14, 2022, the lender agreed to extend the maturity date until February 28, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $10,845 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company amortized $1,136 as interest expense during the quarter ended October 31, 2022. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $0 and $1,136, respectively. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were, $90,000 and $75,000, respectively. 90,000 75,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On September 29, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of September 29, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 16, 2022, the lender agreed to extend the maturity date until March 29, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $10,620 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $1,798 as interest expense during the quarter ended October 31, 2022. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were, $0 and $1,798, respectively The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were, $90,000 and $75,000, respectively. 90,000 75,000 On October 22, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $150,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of October 22, 2022. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 16, 2022, the lender agreed to extend the maturity date until April 29, 2023. As consideration for the extension on the note, the Company agreed to add $30,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 180,000 shares of common stock with a market value of $21,240 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $3,491 as interest expense during the quarter ended October 31, 2022. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were, $0 and $3,491, respectively. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were, $180,000 and $150,000, respectively. 180,000 150,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On February 4, 2022, as part the acquisition of Next Level Internet (“NLI”), the Company entered into two unsecured convertible promissory notes (the “Unsecured Convertible Promissory Notes”) for $1,800,000 and $200,000, respectively. The notes are payable in eight equal quarterly installments in the aggregate amount of $250,000 each commencing on April 30, 2022, through and including January 31, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%. The Sellers have a onetime right to convert all or a portion of the Convertible Notes commencing on the six-month anniversary of the notes being issued and ending 30 days after such six-month anniversary. The conversion price means an amount equal to the volume weighted average price per share of Stock on the Nasdaq Stock Market for the ten (10) consecutive trading days on which the conversion notice is received by the Company; provided, however, that if the stock is not then listed for trading on the Nasdaq Stock Market, the Conversion Price shall be the volume weighted average transaction price per share reported by the OTC Reporting Facility for the ten (10) consecutive trading days immediately preceding the date on which such Conversion Notice is received by the Company. The Company analyzed the Notes for derivative accounting consideration and determined that since the notes are convertible on the six-month anniversary from issuance and ending 30 days after such six-month anniversary, it does not require to be accounted as a derivative instrument. At inception of the notes, the Company recognized the fair market value of the conversion on the notes of $2,382,736, and recognized $117,264 in debt discount, which was amortized over the conversion period. As of the quarter ending October 31, 2022, the conversion option on the notes ended, and the Company recognized $466,000 as other income for the settlement of the conversion option. During the quarter ending October 31, 2022, the Company made a principal payment of $250,000. The total principal balance outstanding on the Unsecured Convertible Promissory Notes as of October 31, 2022 and July 31, 2022, were $1,500,000 and $2,250,000, respectively. The total unamortized debt discount on the notes as of October 31, 2022 and July 31, 2022, were $0 and $33,914, respectively. 1,500,000 2,250,000 On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $0 and $18,916, respectively. The Company amortized $18,916 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were $260,000 and $230,000, respectively. 260,000 230,000 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $0 and $18,916, respectively. The Company amortized $18,916 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, were $260,000 and $230,000, respectively. 260,000 230,000 On July 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, annual interest rate of 8% and a maturity date of April 27, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the note totaled $145,500. Additionally, the Company issued 300,000 shares of our common stock to the note holder. The Company recorded the $19,500 and the relative fair market value of the shares of $22,093 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.10 (ten) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the note. Outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of an event of default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 and July 31, 2022, were $27,729 and $41,593, respectively. The Company amortized $13,864 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 and July 31, 2022, was $165,000 and $119,500, respectively. 165,000 119,500 October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On September 12, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a maturity date of September 12, 2023. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $15,880 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 was $19,925. The Company amortized $3,985 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 was $75,000 75,000 - On October 3, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, annual interest rate of 8% and a maturity date of July 3, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the note totaled $145,500. Additionally, the Company issued 300,000 shares of our common stock to the note holder. The Company recorded the $19,500 and the relative fair market value of the shares of $32,143 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.10 (ten) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the note. Outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of an event of default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 was $45,905. The Company amortized $5,738 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 was $165,000. 165,000 - On October 10, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, annual interest rate of 8% and a maturity date of April 10, 2023. After payment of transaction-related expenses and closing fees of $25,000, net proceeds to the Company from the note totaled $250,000. The Company recorded the $25,000 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the note. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate the lesser of (a) twenty-four percent (24%) per annum from the due date thereof until the same is paid (“Default Interest”); or (b) the maximum rate allowed by law. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of October 31, 2022 was $20,833. The Company amortized $4,167 of debt discount as interest expense during the quarter ended October 31, 2022. The total principal balance outstanding as of October 31, 2022 was $275,000. 275,000 - October 31, July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2022 On October 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $28,500, annual interest rate of 8% and a maturity date of July 26, 2023. After payment of transaction-related expenses and closing fees of $3,500	July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On October 13, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $330,000, annual interest rate of 8% and an original maturity date of October 13, 2021, the maturity date was extended until December 15, 2021, and subsequently the maturity date was extended until July 31, 2022. After payment of transaction-related expenses and closing fees of $32,000, net proceeds to the Company from the Note totaled $298,000. The Company recorded $32,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 1,000,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $45,003 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $134,423 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a fix conversion price at issuance, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 28, 2022, the lender agreed to extend the maturity date until February 28, 2023. The Company amortized $17,620 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $17,620, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, was $165,000. (See below variable conversion terms No.1) $ 165,000 $ 165,000 On January 27, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of January 27, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $24,368 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $44,368 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.05 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On January 27, 2022, the lender agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On August 1, 2022, the lender agreed to extend the maturity date until January 31, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $28,740 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $34,368 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $34,368, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, were $275,000 and $250,000, respectively. 275,000 250,000 July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On April 14, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, annual interest rate of 8% and a maturity date of April 14, 2022. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $63,433 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Additionally, the Company recognized $96,766 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On April 14, 2022, the lender agreed to extend the maturity date until October 14, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $25,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt of $25,000 and charged to interest expense at the time of the extension. On September 16, 2022, the lender agreed to extend the maturity date until April 14, 2023. As consideration for the extension on the note, the Company agreed to add $50,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 300,000 shares of common stock with a market value of $35,400 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $106,799 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $106,799, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, were $275,000 and $250,000, respectively. 275,000 250,000 On August 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of August 31, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,635 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On September 14, 2022, the lender agreed to extend the maturity date until February 28, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $10,800 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The Company amortized $12,499 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $1,136. The total principal balance outstanding as of July 31, 2022, was $75,000. 75,000 - July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On September 29, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of September 29, 2022. In connection with the execution of the note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $10,788 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 29, 2022, the lender agreed to extend the maturity date until March 29, 2023. As consideration for the extension on the note, the Company agreed to add $15,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 90,000 shares of common stock with a market value of $13,500 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $8,990 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $1,798. The total principal balance outstanding as of July 31, 2022, was $75,000. 75,000 - On October 22, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $150,000, annual interest rate of 8% and a default interest rate of 20%, and a maturity date of October 22, 2022. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $13,965 as debt discount, and it will be amortized to interest expense during the term of the promissory note. The Holder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into Common Stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The holder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. On September 16, 2022, the lender agreed to extend the maturity date until April 29, 2023. As consideration for the extension on the note, the Company agreed to add $30,000 to the principal amount outstanding and charged the total to interest expense, in addition, the Company issued 180,000 shares of common stock with a market value of $21,240 and charged the total to interest expense. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of the amendment date, the total unamortized discount on the Note was $0. The Company amortized $10,474 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $3,491. The total principal balance outstanding as of July 31, 2022, was $150,000. 150,000 - July, 31 July 31, CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE 2022 2021 On February 4, 2022, as part the acquisition of Next Level Internet (“NLI”), the Company entered into two unsecured convertible promissory notes (the “Unsecured Convertible Promissory Notes”) for $1,800,000 and $200,000, respectively. The notes are payable in eight equal quarterly installments in the aggregate amount of $250,000 each commencing on April 30, 2022, through and including January 31, 2024 with a base annual interest rate of 0% and a default annual interest rate of 18%. The Sellers have a onetime right to convert all or a portion of the Convertible Notes commencing on the six-month anniversary of the notes being issued and ending 30 days after such six-month anniversary. The conversion price means an amount equal to the volume weighted average price per share of Stock on the Nasdaq Stock Market for the ten (10) consecutive trading days on which the conversion notice is received by the Company; provided, however, that if the stock is not then listed for trading on the Nasdaq Stock Market, the Conversion Price shall be the volume weighted average transaction price per share reported by the OTC Reporting Facility for the ten (10) consecutive trading days immediately preceding the date on which such Conversion Notice is received by the Company. Within five Business Days after receipt of a Conversion Notice in accordance with the agreement, the Company shall (A) cause to be issued in the name of the holder, the number of shares of Stock equal to the quotient (rounded down to the nearest whole share of Stock) obtained by dividing (1) the Conversion Amount by (2) the Conversion Price in effect on the date that Maker received such Conversion Notice, and (B) pay to Payee an amount in cash equal to the product (rounded up to the nearest whole $.01) obtained by multiplying (1) five hundred thousand and NO/100 ($500,000) by (2) a fraction, the numerator of which is the Conversion Amount and the denominator of which is two million and NO/100 ($2,000,000). Assuming the holder elects to convert the note, the economic value of the note at inception was $2,500,000. The Company analyzed the Notes for derivative accounting consideration and determined that since the notes are convertible on the six-month anniversary from issuance and ending 30 days after such six-month anniversary, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any of the provisions for conversion are met and if the notes need to be classified as a derivative instrument. At inception of the notes, the Company recognized the fair market value of the conversion on the notes of $2,382,736, and a recognized $117,264 in debt discount, which will be amortized over the conversion period. The Company amortized $83,350 as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, was $33,914. The total principal balance outstanding on the Unsecured Convertible Promissory Notes as of July 31, 2022, was $2,250,000. 2,250,000 - On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of July 31, 2022, was $18,916. The Company amortized $37,830 of debt discount as interest expense during the year ended July 31, 2022. The total principal balance outstanding as of July 31, 2022, was $230,000. 230,000 - On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, annual interest rate of 8% and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 300,000 shares of our common stock to the note holder and recorded $30,446 as debt discount and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the Note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. On October 21, 2022, the holder agreed to extend the maturity date until January 31, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $36,330. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $30,000 increase in principal and $36,330 fair value of shares issued and charged the total $66,330 to interest expense at the time of the extension. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of July 31, 2022, was $18,916. The Company amortized $37,830 of debt discount as interest expense during the year ended July 31, 2022. The total principal balance outstanding as of July 31, 2022, was $230,000. 230,000 - On July 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, annual interest rate of 8% and a maturity date of April 27, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the note totaled $100,000. Subsequently, the Company received $45,500 for the additional principal amount of the note. Additionally, the Company issued 300,000 shares of our common stock to the note holder. The Company recorded the $19,500 and the relative fair market value of the shares of $22,093 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock. The note conversion price shall equal the greater of $0.10 (ten) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the note. Outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of an event of default and a daily penalty of $500 will accrue until the default is remedied. The Company analyzed the note for derivative accounting consideration and determined that since the note has a conversion price floor, it does not require to be accounted as a derivative instrument. The Company will evaluate every reporting period and identify if any default provisions and other requirements triggered a variable conversion price and if the note needs to be classified as a derivative instrument. The total unamortized discount on the Note as of July 31, 2022, was $41,593. The Company amortized $0 of debt discount as interest expense during the year ended July 31, 2022. The total principal balance outstanding as of July 31, 2022, was $119,500. 119,500 - Total convertible notes payables non-derivative: $ 3,844,500 $ 665,000 CONVERTIBLE NOTES PAYABLE - DERIVATIVE On July 27, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, annual interest rate of 8% and a maturity date of March 27, 2021. After payment of transaction-related expenses and closing fees of $35,000, net proceeds to the Company from the Note totaled $240,000. The Company recorded these discounts and cost of $35,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the note, the Company issued 500,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $11,626 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock the Note Conversion Price shall equal the greater of $0.05 (five) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in this Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.05 (five) cents or (b). 75% of the lowest traded price in the prior fifteen trading days immediately preceding the Notice of Conversion. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. The Company recognized $61,678 of derivative liability and directly amortized all associated debt discount of $61,678 as interest expense. On July 31, 2021, the holder agreed to extend the maturity date until January 31, 2022. On February 14, 2022, the holder agreed to extend the maturity date until July 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $75,000 and issued 250,000 shares of common stock with a market value of $34,150. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. The Company recognized a loss on extinguishment of debt for both the $75,000 increase in principal and $34,150 fair value of shares issued and charged the total $109,150 to interest expense at the time of the extension. On July 26, 2022, the holder agreed to extend the maturity date until December 31, 2022. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $50,000 and issued 300,000 shares of common stock with a fair market value of $30,000. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. As of amendment date, the total unamortized discount on the Note was $0. The Company recognized a loss on extinguishment of debt for both the $50,000 increase in principal and $30,000 fair value of shares issued and charged the total $80,000 to interest expense at the time of the extension. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, were $480,000 and $355,000, respectively. 480,000 355,000 On January 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $80,235, annual interest rate of 8% and a maturity date of February 17, 2022. On March 7, 2022, the holder agreed to extend the maturity date until July 31, 2022. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock the Note Conversion Price shall equal the greater of $0.05 (five) cents or seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. The Company analyzed the note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. As a result, the Company recognized derivative liability for the convertible note of $59,413. The Company amortized $27,840 of debt discount as interest expense during the year ended July 31, 2022. The total unamortized discount on the Note as of July 31, 2022, and July 31, 2021, were $0 and $27,840, respectively. The total principal balance outstanding as of July 31, 2022, and July 31, 2021, was $80,235. Subsequently, On September 28, 2022, the holder agreed to extend the maturity date until February 28, 2023. In connection with the extension of the maturity date on the note, the Company agreed to increase the principal balance by $62,500 and charged the total to interest expense, in addition, the Company issued 500,000 shares of common stock with a market value of $70,000 and charged the total to interest expense. 80,235 80,235 CONVERTIBLE NOTES PAYABLE - DERIVATIVE On February 17, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $175,000, annual interest rate of 8% and a maturity date of February 17, 2022. After payment of transaction-related expenses and closing fees of $5,000, net proceeds to the Company from the Note totaled $170,000. Additionally, the Company recorded $5,000 as a discount to the Note and amortized over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock the Note Conversion Price shall equal the greater of $0.05 (five) cents or seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP
Schedule of future principal payments		Year ended July 31, Amount 2023 $ 4,067,735 2024 500,000 2025 and thereafter - Total future payments: $ 4,567,735

Leases (Tables)

Leases (Tables) - DIGERATI TECHNOLOGIES, INC [Member]	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Leases (Tables) [Line Items]
Schedule of leased properties have a remaining lease term	Location Annual Lease Expiration Date Business Use Approx. 8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 $ 49,136 Sep-27 Executive offices 2,843 10967 Via Frontera, San Diego, CA 92127 $ 369,229 Mar-26 Office space 18,541 1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901 $ 83,260 Dec-25 Office space and network facilities 6,800 2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134 $ 106,553 Dec-27 Office space & wireless internet network 4,623 7218 McNeil Dr., FL-1, Austin, TX 78729 $ 21,000 Mar-24 Network facilities 25 6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, Dallas, $ 17,040 Dec-22 Network facilities 25 9701 S. John Young Parkway, Orlando, FL 32819 $ 25,440 May-23 Network facilities 540 50 NE 9th St, Miami, FL 3313 $ 41,300 May-23 Network facilities 25 350 NW 215 St., Miami Gardens, FL 33169 $ 29,254 May-23 Wireless internet network 100 8333 NW 53rd St, Doral, FL 33166 $ 14,021 Jul-25 Wireless internet network 100 100 SE 2nd Street, Miami, FL 33131 $ 36,466 Jan-24 Wireless internet network 100 9055 SW 73rd Ct, Miami, FL 33156 $ 8,787 Dec-23 Wireless internet network 100 9517 Fontainebleau Blvd., Miami, FL 33172 $ 11,907 Aug-24 Wireless internet network 100	Location Annual Lease Business Use Approx. 8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 $ 49,136 Sep-27 Executive offices 2,843 10967 Via Frontera, San Diego, CA 92127 $ 369,229 Mar-26 Office space 18,541 1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901 $ 83,260 Dec-25 Office space and network facilities 6,800 2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134 $ 128,301 Dec-27 Office space & wireless internet network 4,623 7218 McNeil Dr., FL-1, Austin, TX 78729 $ 21,000 Mar-24 Network facilities 25 6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, Dallas, TX 75240 $ 17,040 Dec-22 Network facilities 25 9701 S. John Young Parkway, Orlando, FL 32819 $ 25,440 May-23 Network facilities 540 50 NE 9th St, Miami, FL 3313 $ 41,300 May-23 Network facilities 25 350 NW 215 St., Miami Gardens, FL 33169 $ 29,254 May-23 Wireless internet network 100 8333 NW 53rd St, Doral, FL 33166 $ 14,021 Jul-25 Wireless internet network 100 100 SE 2nd Street, Miami, FL 33131 $ 36,466 Jan-24 Wireless internet network 100 9055 SW 73rd Ct, Miami, FL 33156 $ 8,787 Dec-23 Wireless internet network 100 9517 Fontainebleau Blvd., Miami, FL 33172 $ 11,907 Aug-24 Wireless internet network 100
Schedule of recognition of ROU assets and lease liabilities for operating leases	ROU Asset July 31, 2022 $ 2,436,035 Amortization $ (259,784 ) Addition - Asset $ - ROU Asset October 31, 2022 $ 2,176,251 Lease Liability July 31, 2022 $ 2,584,865 Amortization $ (266,333 ) Addition - Liability $ - Lease Liability October 31, 2022 $ 2,318,532 Lease Liability Short term $ 651,191 Lease Liability Long term $ 1,667,341 Lease Liability Total: $ 2,318,532 Operating lease cost: $ 200,392 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 200,392 Weighted-average remain lease term-operating lease: 3.8 years Weighted-average discount rate 5.0 %	ROU Asset July 31, 2021 $ 934,260 Amortization $ (524,688 ) Addition - Asset $ 2,026,463 ROU Asset July 31, 2022 $ 2,436,035 Lease Liability July 31, 2021 $ 934,260 Amortization $ (530,047 ) Addition - Liability $ 2,180,652 Lease Liability July 31, 2022 $ 2,584,865 Lease Liability Short term $ 796,714 Lease Liability Long term $ 1,788,151 Lease Liability Total: $ 2,584,865 Operating lease cost: $ 720,383 Cash paid for amounts included in the measurement of lease labilities Operating cashflow from operating leases: $ 720,383 Weighted-average remain lease term-operating lease: 4.2 years Weighted-average discount rate 5.0 %
Schedule of future minimum lease payment	Lease Period Ending July 31, Payments 2023* 580,242 2024 650,734 2025 603,439 2026 431,377 2027 176,771 Total payments: $ 2,442,563 Imputed interest: (124,031 ) Total Lease Liability: $ 2,318,532	Lease Period Ending July 31, Payments 2023 777,464 2024 650,734 2025 603,439 2026 431,377 2027 176,771 Total: $ 2,639,785

Equipment Financing (Tables)

Equipment Financing (Tables) - DIGERATI TECHNOLOGIES, INC [Member]	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Equipment Financing (Tables) [Line Items]
Schedule of future payments under the equipment financing agreements	Year Amount 2023* $ 22,950 2024 30,600 2025 30,600 2026 2,550 Total future payments: $ 86,700 * remaining 9 Months Less: amounts representing interest 5,681 Present value of net minimum equipment financing payments $ 81,019 Less current maturities 27,297 Long-term equipment financing obligation $ 53,722 Lease cost: Amortization of ROU assets $ 27,388 Interest on lease liabilities 3,304 Cash paid for amounts included in the measurement of lease liabilities: Operating cashflow from equipment financing: $ 3,304 Financing cashflow from equipment financing: 27,388 Weighted-average remaining lease term - equipment financing: 2.8 years Weighted-average discount rate 5.0 %
Schedule of future payments under the equipment financing agreements		Year Amount 2023 $ 21,566 2024 21,835 2025 21,835 2026 1,820 Total future payments: $ 67,056 Less: amounts representing interest 4,793 Present value of net minimum equipment financing payments $ 62,263 Less current maturities 20,638 Long-term equipment financing obligation $ 41,625 Lease cost: Amortization of ROU assets $ 19,920 Interest on lease liabilities 2,599 Cash paid for amounts included in the measurement of lease liabilities: Operating cashflow from equipment financing: $ 2,599 Financing cashflow from equipment financing: 19,920 Weighted-average remaining lease term - equipment financing: 3.1 years Weighted-average discount rate 5.0 %

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Jul. 31, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Property and Equipment (Tables) [Line Items]
Schedule of property and equipment	Useful lives 2022 2021 Telecom equipment & software 1-7 years $ 2,878 $ 1,345 Less: accumulated depreciation (1,231 ) (816 ) Net-property and equipment $ 1,647 $ 529

Business Acquisitions (Tables)

Business Acquisitions (Tables) - DIGERATI TECHNOLOGIES, INC [Member]	12 Months Ended
	Jul. 31, 2022
Business Acquisitions (Tables) [Line Items]
Schedule of breakdown intangible assets	Skynet Next Level Total (in thousands) Cash $ - $ 171 $ 171 Accounts receivable, net 98 469 567 Current Assets 44 69 113 Intangible assets and Goodwill 5,744 19,079 24,823 Property and Equipment, net 16 2,549 2,565 Total other current assets 50 16 66 Total identifiable assets $ 5,952 $ 22,353 $ 28,305 Less: Liabilities assumed 252 9,311 9,563 Total Purchase price, net $ 5,700 $ 13,042 $ 18,742
Schedule of cost of intangible assets	Skynet Next Level Total Useful (in thousands) (in Years) Trade Names and Trademarks $ 820 $ 2,050 $ 2,870 7 - 10 Customer Relationships 2,228 3,337 5,565 7 - 10 Non-Compete Agreement 170 470 640 2 Goodwill 2,526 13,222 15,748 - Total intangible assets $ 5,744 $ 19,079 $ 24,823
Schedule of proforma results of operations in acquisition	(In thousands) For the Years ended July 31, 2022 2021 Reported Proforma Reported Proforma Revenue $ 24,154 $ 33,028 $ 12,416 $ 28,747 Income (loss) from operations (3,676 ) (3,070 ) (2,398 ) (2,062 ) Net income (loss) $ (8,032 ) $ (7,441 ) $ (16,703 ) $ (16,121 ) Earnings (loss) per common share-Basic and Diluted $ (0.05 ) $ (0.05 ) $ (0.13 ) $ (0.12 )

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)		1 Months Ended		7 Months Ended	9 Months Ended	10 Months Ended	20 Months Ended
	Sep. 03, 2021	Aug. 30, 2022	Aug. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Aug. 22, 2022
Organization and Business Operations (Details) [Line Items]
Purchase price (in Dollars per share)			$ 10
Generating gross proceeds			$ 126,500,000		$ 6,027,500	$ 6,027,500
Aggregate of private placement warrants (in Shares)					6,027,500	6,027,500
Price per unit (in Dollars per share)			$ 10.15
Aggregate of private placement (in Shares)					5,395,000	5,395,000
Sponsor and an aggregate of private placement warrants (in Shares)					632,500	632,500
Underwriting fees					$ 2,403,500	$ 2,403,500
Deferred underwriting fees					4,554,000	4,554,000
Other offering costs					586,779	586,779	$ 586,779
Fair value of amount				$ 1,454,434	1,454,434
Aggregate transaction costs				8,998,713	8,998,713
Allocated of expenses				$ 741,209	741,209
Treasury obligations maturity period			185 days
Dissolution expenses					$ 100,000	$ 100,000
Redeem percentage					100%	100%
Loan amount		$ 1,265,000
Public price per share (in Dollars per share)					$ 10.15	$ 10.15
Deposit of trust account					$ 1,265,000	$ 1,265,000
Deposit of trust account per share (in Dollars per share)					$ 0.1
Public shares, description					The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.	The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Liquidity cash					$ 209,983	$ 264,775
Working capital deficit					1,978,057	372,947	1,978,057
Capital contribution					25,000	25,000	25,000
Sponsor loan amount					300,000	300,000
Aggregate working capital	$ 500,000					$ 500,000
Working capital loans					$ 500,000		$ 0
Mandatory liquidation					12 months	12 months
Investment interest rate					1%		1%	1%
Purchase price					$ 1	$ 1
Underwriters exercise of per share (in Dollars per share)						$ 0.1
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)			12,650,000
Price per unit (in Dollars per share)			$ 10.15
Net proceeds			$ 128,397,500
Dissolution expenses			$ 100,000
Redeem percentage			100%
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)			1,650,000
The Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Aggregate of private placement warrants (in Shares)					6,027,500
Price per unit (in Dollars per share)					$ 1		$ 1
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Purchase price (in Dollars per share)					$ 0.0001		$ 0.0001
Share issued (in Shares)					158,125	158,125
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Transaction costs					$ 8,998,713	$ 8,998,713	$ 8,998,713

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)			3 Months Ended				7 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
	Jun. 14, 2019	May 01, 2018	Oct. 31, 2022	Sep. 30, 2022	Oct. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jul. 31, 2022	Dec. 31, 2021	Jul. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Cash				$ 209,983				$ 209,983		$ 264,755		$ 264,755
Cash held in the Trust Account				$ 130,165,886				130,165,886		128,400,078		$ 128,400,078
Redemption value								12,650,000		12,650,000
Transaction costs								8,998,713		8,998,713
Warrant liability expense								$ 741,209		$ 741,209
Aggregate shares of common stock (in Shares)								18,677,500		18,677,500
Effective tax rate				(18.55%)		0%	0%	1.62%
Statutory tax rate				21%		21%		21%	21%			21%
Federal depository insurance corporation coverage amount								$ 250,000		$ 250,000
Cash paid											$ 126		$ 223
Derivative liabilities										$ 16,773,000	$ 10,588,000	$ 16,773,000
Various Employees [Member]
Significant Accounting Policies (Details) [Line Items]
Shares Issued (in Shares)										7,858,820
DIGERATI TECHNOLOGIES, INC [Member]
Significant Accounting Policies (Details) [Line Items]
Statutory tax rate											21%		21%
Shares issued (in Shares)											0		7,608,820
Contract assets			$ 5,988								$ 6,701		$ 17,661
Deferred income			244,530								66,167		19,984
Customer deposits balance			873,518								864,345		$ 0
Deferred commissions/contract costs			317,358								184,808
Sale commissions expensed			676,608		$ 323,704					$ 871,561	2,262,129
Doubtful accounts										29,000	$ 74,628	$ 29,000
Treasury shares, description											As a result of entering into various convertible debt instruments which contained a variable conversion feature with no floor, warrants with fixed exercise price, and convertible notes with fixed conversion price or with a conversion price floor, we reserved 30,000,000 treasury shares for consideration for future conversions and exercise of warrants.
Derivative liabilities			$ 13,664,035								$ 10,587,717
Tax position percentage											50%
Recognized stock-based compensation expense										264,712	$ 125,250
Stock-based compensation expense										97,863
Noncontrolling interest description		On May 1, 2018, T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (’SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days.
Noncontrolling interest										$ 332,000	$ 1,341,000
DIGERATI TECHNOLOGIES, INC [Member] | Purchase Agreement [Member]
Significant Accounting Policies (Details) [Line Items]
Minority interest rate	12%
Cash paid	$ 100,000
Shares issued (in Shares)	500,000
Market value	$ 85,000
Minority interest investment	$ 185,000
DIGERATI TECHNOLOGIES, INC [Member] | Various Employees [Member]
Significant Accounting Policies (Details) [Line Items]
Shares Issued (in Shares)											1,500,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption reflected on the condensed balance sheets reconciled - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Common Stock Subject To Possible Redemption Reflected On The Condensed Balance Sheets Reconciled Abstract
Gross proceeds from IPO		$ 126,500,000
Less:
Proceeds allocated to Public Warrants		(10,141,998)
Class A common stock issuance costs		(8,257,504)
Plus:
Remeasurement of carrying value to redemption value	$ 1,601,263	20,297,002
Class A common stock subject to possible redemption at redemption value	$ 129,998,763	$ 128,397,500

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (454,465)	$ (669,061)	$ (519,430)	$ 4,306,110
Denominator:
Basic and diluted weighted average shares outstanding	12,808,125	4,455,000	1,821,600	12,808,125
Basic and diluted net (loss) income per common stock	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34
Class B [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (112,213)	$ (434,549)	$ (584,812)	$ 1,063,212
Denominator:
Basic and diluted weighted average shares outstanding	3,162,500	2,893,478	2,050,889	3,162,500
Basic and diluted net (loss) income per common stock	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock (Parentheticals) - $ / shares	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	12,808,125	4,455,000	1,821,600	12,808,125
Diluted net income (loss) per common stock	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34
Class B [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	3,162,500	2,893,478	2,050,889	3,162,500
Diluted net income (loss) per common stock	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	1 Months Ended	9 Months Ended	10 Months Ended
	Aug. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Sale of stock, shares	12,650,000
Purchase price	$ 10
Warrant expiration date		5 years	5 years
Redemption of warrants, description		Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ● in whole and not in part;   ● at a price of $0.01 per warrant;   ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and   ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.	Once the warrants become exercisable, the Company may redeem the outstanding warrants:    ● in whole and not in part;     ● at a price of $0.01 per warrant;     ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and     ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock, shares	1,650,000
Business Combination [Member]
Initial Public Offering (Details) [Line Items]
Business combination,description		Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement (Details)

Private Placement (Details) - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Private Placement [Abstract]
Aggregate of private placement warrants	6,027,500	6,027,500
Purchase price (in Dollars)	$ 1	$ 1
Generating gross proceeds (in Dollars)	$ 6,027,500	$ 6,027,500
Aggregate of private placement	5,395,000	5,395,000
Sponsor and an aggregate of private placement warrants	632,500	632,500
Saleable days		30 days

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					1 Months Ended										3 Months Ended			7 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Oct. 04, 2022	Mar. 21, 2022	Jan. 07, 2022	Sep. 03, 2021	Oct. 17, 2022	Jul. 31, 2022	Feb. 28, 2022	Jan. 21, 2022	Dec. 31, 2021	Oct. 22, 2021	Sep. 29, 2021	Aug. 31, 2021	Aug. 30, 2021	Nov. 17, 2020	Oct. 31, 2022	Sep. 30, 2022	Oct. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022	Jul. 31, 2021	Apr. 30, 2021
Related Party Transactions (Details) [Line Items]
Deferred offering costs																							$ 25,000
Common stock exchange (in Shares)																							2,875,000
Aggregate founder shares (in Shares)												3,162,500
Forfeiture shares (in Shares)												412,500
Promissory note													$ 285,778
Repaid promissory note				$ 285,778
Working capital				500,000
Convertible loan amount																				$ 1,500,000
Warrant per share (in Dollars per share)																				$ 1
Sponsor agreed loan		$ 163,000					$ 174,000
Borrowings																$ 500,000			$ 500,000
Sponsor payment																			10,000	$ 10,000
Administrative service fees																$ 30,000		$ 10,000	90,000	40,000
Fees payable																			$ 80,000	10,000
Administrative payment description																			The administrative services agreement was further amended in January 2023 to provide that the Company would pay to Sphere an amount equal to $100,000 to be applied against accrued payments under this agreement plus up to an additional amount equal to $25,000 to be applied against any remaining accrued payments, with the balance to be applied against future fees under this agreement.
Customer renewal value																			$ 4,554,000	4,554,000
Amount payable									$ 10,000											10,000
DIGERATI TECHNOLOGIES, INC [Member]
Related Party Transactions (Details) [Line Items]
Promissory note	$ 150,000,000							$ 460,000		$ 150,000	$ 75,000	$ 75,000										$ 2,100,000
VoIP hosted and fiber services															$ 40,000,000		$ 46,150,000				$ 194,547	175,606
Company paid																					157,935	88,143
Annual basis pay														$ 90,000,000
Principal balance outstanding						$ 716,181															716,181
Customer renewal value			$ 120,621
Goodwill value						120,621															120,621
Company recognized																					24,989
Other income expense																					24,989
Total principal outstanding						272,500,000									155,602,000						272,500	$ 1,134,291
Principal balance outstanding																					100,000
Debt discount																					62,417
Interest expense																					22,731
Unamortized debt discount						39,686															39,686
Voting preferred stock, description														Board of Directors approved the issuance of the following shares of Series F Super Voting Preferred Stock to officer:   ● Arthur L. Smith - 34 shares of Series F Super Voting Preferred Stock     ● Antonio Estrada - 33 shares of Series F Super Voting Preferred Stock     ● Craig Clement - 33 shares of Series F Super Voting Preferred Stock
Share payment															1,000,000,000						1,000,000
Acquisitions payable						1,000,000,000									1,000,000,000						1,000,000
Maturity date	Oct. 15, 2022
Annual interest rate	11%
Principal outstanding amount paid					$ 150,000,000										116,898,000
Interest expenses															9,922,000		$ 0
Debt discount outstanding						39,686,000									29,764,000
Balance outstanding						$ 600,000,000									500,000,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Sponsor loan amount																			$ 300,000	$ 300,000
Share payment													$ 128,397,500
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Stock dividend (in Shares)												287,500
Customer Relationship [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Related Party Transactions (Details) [Line Items]
Annual basis pay									$ 100,000,000												100,000
Total principal outstanding																					600,000
Purchase price															600,000,000						600,000
Holdback amount															100,000,000						$ 100,000
Principal outstanding amount paid															$ 100,000,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Convertible loan amount				$ 1,500,000
Warrant per share (in Dollars per share)				$ 1
Business combination price per share (in Dollars per share)																$ 1			$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended					9 Months Ended	10 Months Ended
	Oct. 31, 2022	Sep. 30, 2022	Aug. 30, 2022	Nov. 30, 2021	Aug. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Assets held in trust							$ 128,400,078
Underwriting agreement description			On August 30, 2022, the Company amended the underwriting agreement to reflect a commission value equal to the product of (i) $4,554,000 and (ii) 1 minus the quotient resulting by dividing the percentage of redemptions of all Public Shares that were originally issued in the Initial Public Offering by 2. Additionally, the payment of the deferred underwriting commission shall be paid in cash but shall be subordinate to the payments of up to $2,500,000 of Sponsor loans to the Company and up to $2,500,000 of debt repayment to other parties.
Common stock fair value	$ 252,340	$ 252,340
Aggregate amount				$ 25,000
Business combination transaction, description				The Company also agreed to pay to such advisors an aggregate success fee upon the closing of a business combination transaction equal to the sum of: (i) three percent of the transaction value of the target company in such business combination up to $100 million, plus (ii) two percent of the transaction value of the target company greater than $100 million up to $200 million, plus (iii) one percent of the transaction value of the target company above $200 million. The success fee shall be reduced by the monthly fees previously paid to the financial advisors. The financial advisors shall have the option to receive an equivalent dollar amount of warrants and/or shares of Class A common stock in lieu of cash up to twenty percent of the success fee payable.
Retainer payment			$ 40,000
Aggregate amount			$ 100,000,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting discount						3.60%	3.60%
Common stock share issued (in Shares)		137,500				137,500	137,500
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting shares (in Shares)						158,125	158,125
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Assets held in trust		$ 4,554,000				$ 4,554,000	$ 4,554,000
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock share issued (in Shares)		158,125				158,125	158,125
Common stock fair value					$ 1,454,434		$ 1,454,434
Class A Common Stock [Member] | IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock share issued (in Shares)					158,125		158,125

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	1 Months Ended	9 Months Ended	10 Months Ended
	Aug. 31, 2021	Sep. 30, 2022	Dec. 31, 2021	Aug. 30, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)				$ 10
Shares subject to forfeiture	412,500
Converted basis percentage		20%	20%
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Common shares outstanding		12,808,125	12,808,125
common stock, shares outstanding		12,650,000	12,650,000
Common stock per share (in Dollars per share)			$ 0.0001
Common stock, shares issued		158,125	158,125
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
common stock, shares outstanding		3,162,500	3,162,500
Common stock per share (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		3,162,500	3,162,500
Common stock vote, description			Holders of the Class B common stock are entitled to one vote for each share.
Common stock issued and outstanding, description			At December 31, 2021, there were 3,162,500 shares of Class B common stock issued and outstanding, after giving retroactive effect to the stock dividend that the Company effected in August 2021, of which 412,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full.

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Aug. 30, 2021
Fair Value Disclosures [Abstract]
Business combination, percentage	30%	90%	90%
Dividend (in Dollars)	$ 0
Working capital loan (in Dollars)	$ 0

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Assets:
Money Market Funds held in Trust Account	$ 130,165,886	$ 128,400,078
Liabilities:
Public Warrants: Liabilities	1,138,500	5,313,000
Private Placement Warrants: Liabilities	555,797	2,566,959
Total liabilities	1,694,297	7,879,959
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Money Market Funds held in Trust Account	130,165,886	128,400,078
Liabilities:
Public Warrants: Liabilities	1,138,500	5,313,000
Private Placement Warrants: Liabilities
Total liabilities	1,138,500	5,313,000
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Money Market Funds held in Trust Account
Liabilities:
Public Warrants: Liabilities
Private Placement Warrants: Liabilities
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Money Market Funds held in Trust Account
Liabilities:
Public Warrants: Liabilities
Private Placement Warrants: Liabilities	555,797	2,566,959
Total liabilities	$ 555,797	$ 2,566,959

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of changes to Level 3 liabilities - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Changes To Level3 Liabilities Abstract
Balance	$ 457,261	$ 1,149,715	$ 2,566,959
Initial fair value of public and private warrants				15,085,335
Transfer of public warrants to Level 1				(10,141,998)
Change in fair value	98,536	(692,454)	(1,417,244)	(2,376,378)
Balance	$ 555,797	$ 457,261	$ 1,149,715	$ 2,566,959

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements (Details) - Schedule of modified black scholes simulation - Black Scholes [Member] - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Aug. 30, 2021	Dec. 31, 2021
Recurring Fair Value Measurements (Details) - Schedule of modified black scholes simulation [Line Items]
Risk-free interest rate	4.04%	0.97%	1.31%
Expected term remaining (years)	5 years 4 months 2 days	5 years 10 months 28 days	5 years 5 months 26 days
Expected volatility	9.10%	17%	7.70%
Stock price (in Dollars per share)	$ 10.14	$ 9.197	$ 9.98

Recurring Fair Value Measurem_7

Recurring Fair Value Measurements (Details) - Schedule of primary assumptions used for the valuation of the conversion feature within the working capital loans - $ / shares			1 Months Ended	9 Months Ended	10 Months Ended
	Mar. 23, 2022	Mar. 01, 2022	Aug. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	2.34%	1.58%	0.97%	4.06%	1.31%
Term	5 years 4 months 2 days	5 years 4 months 24 days		5 years 4 months 2 days
Expected volatility	2.80%	5.90%	17%	9.10%	7.70%
Stock Price (in Dollars per share)	$ 10.02	$ 10.01	$ 9.197	$ 10.14	$ 9.98
Strike price-debt conversion (in Dollars per share)	1	1		1
Strike price - warrants (in Dollars per share)	$ 11.5	$ 11.5		$ 11.5
Term - debt conversion	4 months 2 days	4 months 24 days		4 months 2 days
Term - warrant conversion	5 years 4 months 2 days	5 years 4 months 24 days		5 years 4 months 2 days
Probability of transaction	80%	80%
Target [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of transaction	40%	40%
Target one [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of transaction	60%	60%
Target Three [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of transaction				30%
Target Four [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of transaction				70%

Recurring Fair Value Measurem_8

Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 conversion option - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
Schedule Of Changes In The Fair Value Of The Level3 Conversion Option Abstract
Balance	$ 1,098
Change in valuation inputs or other assumptions	(1,098)	1,098
Balance		$ 1,098

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)

1 Months Ended

2 Months Ended

3 Months Ended

10 Months Ended

12 Months Ended

Dec. 05, 2022

Nov. 28, 2022

Oct. 04, 2022

Oct. 03, 2022

Sep. 08, 2022

Jul. 27, 2022

Nov. 18, 2022

Oct. 31, 2022

Oct. 27, 2022

Sep. 30, 2022

Aug. 31, 2022

Aug. 30, 2022

Oct. 31, 2022

Oct. 31, 2022

Jul. 31, 2022

Dec. 31, 2021

Jul. 31, 2022

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 12, 2022

Nov. 30, 2022

Nov. 04, 2022

Oct. 17, 2022

Sep. 05, 2022

Mar. 23, 2022

Mar. 01, 2022

Aug. 30, 2021

Subsequent Events (Details) [Line Items]

Total shares issued (in Shares)

2,060,000

2,060,000

Fair value

$ 252,340

$ 252,340

Withdraw

$ 337,000

Working capital loan

$ 500,000

Exercise price (in Dollars per share)

$ 10.14

$ 9.98

$ 10.02

$ 10.01

$ 9.197

Conversion price per share (in Dollars per share)

$ 0.1

Aggregate principal amount

$ 482,354

Discount amount

$ 72,354

$ 72,354

72,354

Payment of transaction expense

$ 410,000

Subsequent event description

While the Company intends to repay the notes in full in conjunction with the closing of the Merger, the December Investors will have the right to convert all or any portion of the amount the Company owes pursuant to the note into shares of the Company’s common stock at any time on or following the earlier of (i) four (4) months after the issuance date of the notes or (ii) sixty (60) calendar days after the closing of the Merger.

Common stock outstanding percentage

4.99%

4.99%

4.99%

Maturity date

Dec. 15, 2022

Common Stock [Member]

Subsequent Events (Details) [Line Items]

Common stock shares (in Shares)

165,000

165,000

165,000

Conversion Price [Member]

Subsequent Events (Details) [Line Items]

Conversion price per share (in Dollars per share)

$ 0.0956

Forced Exercise Shares [Member]

Subsequent Events (Details) [Line Items]

Exceeds percentage

250%

Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Commitment shares (in Shares)

2,100,000

Warrant purchase (in Shares)

10,500,000

Exercise price (in Dollars per share)

$ 0.1195

Quarterly payment

$ 100,000

Forecast [Member]

Subsequent Events (Details) [Line Items]

Total amortization payments

$ 116,000

$ 87,000

$ 58,000

Minimum [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Amortization payments

$ 200,000

Maximum [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Amortization payments

$ 400,000

DIGERATI TECHNOLOGIES, INC [Member]

Subsequent Events (Details) [Line Items]

Conversion price, description

The Company issued 150,000 shares of common stock with a fair market value of $20,145. The notes are convertible into shares of common stock at a conversion price equal to the greater of (i) $0.15 per share (the “Fixed Conversion Price”), or (ii) seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”).

Maintain minimum liquidity

$ 2,000,000

Amortization payments

$ 19,500

Warrant purchase (in Shares)

160,628

160,628

160,628

Interest rate

8%

8%

Discount amount

$ 4,061,121

$ 4,061,121

$ 4,061,121

$ 180,750

$ 180,750

Maturity date

Jul. 03, 2023

Jul. 26, 2023

Jul. 31, 2025

DIGERATI TECHNOLOGIES, INC [Member] | Convertible Promissory Notes & Equity Issuance [Member]

Subsequent Events (Details) [Line Items]

Conversion price, description

One of the convertible promissory notes provided, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the qualified uplisting financing of over $4MM. If, no later than July 31, 2023, the Company shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the note will be adjusted to equal the lesser of (i) $0.10 per share; or (ii) seventy-five percent (75%) of the lowest VWAP in the preceding twenty (20) consecutive trading days

DIGERATI TECHNOLOGIES, INC [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Quarterly principal payment

$ 250,000

Annual interest

11%

Promissory note

$ 150,000

$ 50,000

Maturity date

Oct. 15, 2022

Jan. 31, 2023

Total principal outstanding

$ 150,000

DIGERATI TECHNOLOGIES, INC [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Total shares issued (in Shares)

2,060,000

Fair value

$ 252,340

Total principal amounts

$ 302,500

Principal balances totaling

$ 165,000

Annual interest

8%

Mature over a period ranging

9 months

Shares of common stock (in Shares)

300,000

Fair market value

$ 45,000

Conversion price (in Dollars per share)

$ 0.1

Conversion price discount

25%

Maintain minimum liquidity

2,000,000

DIGERATI TECHNOLOGIES, INC [Member] | Business Combination [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Business combination agreement, description

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a willful breach of any covenant or agreement under the Business Combination Agreement or fraud, provided, that (A) if MEOA terminates the Business Combination Agreement pursuant to clauses (ii), (vi), (vii) or (viii) of the preceding paragraph, Digerati shall pay to MEOA, promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $2,000,000, (B) if Digerati terminates the Business Combination Agreement pursuant to clauses (iii) or (ix) of the preceding paragraph, MEOA shall pay to Digerati promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $2,000,000 and (C) in the event of a termination by MEOA pursuant to clauses (ix) or (x) of the preceding paragraph, Digerati shall pay to MEOA, promptly following such termination, and in any event within not less than five business days following delivery of notice of termination, a termination fee in the amount of $1,265,000.

DIGERATI TECHNOLOGIES, INC [Member] | MEOA Business Combination [Member]

Subsequent Events (Details) [Line Items]

Termination fee

$ 3

DIGERATI TECHNOLOGIES, INC [Member] | MEOA Business Combination [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Principal payment

$ 250,000

DIGERATI TECHNOLOGIES, INC [Member] | Minimum [Member]

Subsequent Events (Details) [Line Items]

Senior leverage ratio (in Dollars per share)

$ 1

DIGERATI TECHNOLOGIES, INC [Member] | Minimum [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Senior leverage ratio (in Dollars per share)

$ 1

DIGERATI TECHNOLOGIES, INC [Member] | Maximum [Member]

Subsequent Events (Details) [Line Items]

Senior leverage ratio (in Dollars per share)

$ 4.06

DIGERATI TECHNOLOGIES, INC [Member] | Maximum [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Senior leverage ratio (in Dollars per share)

$ 4.05

MEOA Common Stock [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Common stock par value (in Dollars per share)

$ 0.0001

MEOA Class A Common Stock [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Common stock par value (in Dollars per share)

0.0001

MEOA Class B Common Stock [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Common stock par value (in Dollars per share)

$ 0.0001

Convertible Note Maturity Date [Member]

Subsequent Events (Details) [Line Items]

Investor lent amount

$ 600,000

600,000

$ 600,000

Total gross proceeds

1,200,000

Principal amount

$ 660,000

$ 660,000

$ 660,000

Interest rate

10%

10%

10%

Convertible note maturity date

May 24, 2023

May 24, 2023

May 24, 2023

Convertible Note Commitment Shares [Member]

Subsequent Events (Details) [Line Items]

Common stock per share (in Dollars per share)

$ 660,000,000,000

$ 660,000,000,000

$ 660,000,000,000

Note Commitment Shares [Member]

Subsequent Events (Details) [Line Items]

Subsequent event description

In connection with the purchase of the Notes and pursuant to the SPAs, the Company issued a total of (i) 606,907 shares of Common Stock to the Investor (the “Notes Commitment Shares”) and (ii) warrants to the December Investors to purchase up to 3,034,535 shares of Common Stock (the “Warrants”). The Warrants can be exercised for five (5) years from the date of issuance, have an exercise price of $0.1195 (the “Exercise Price”), under a cash or cashless exercise provision at the option of the December Investors. The Exercise Price and the amount of warrant shares is subject to adjustment for any stock dividend, stock split, stock combination or other similar transaction that proportionately decreases or increases the amount of Common Stock shares outstanding. If the Company does not make the Notes amortization payments, the Exercise Price could be subject to a downward adjustment pursuant to dilutive issuance provision in the Warrants that is similar to the one provided for in the Notes. Each December Investor will not exercise its Warrant if such exercise would result in such December Investor together with such December Investor’s affiliates and any other persons acting as a group together with such December Investor or any of such December Investor’s affiliates beneficially owning more than 4.99% of the shares of Common Stock then outstanding.

Convertible Promissory Notes & Equity Issuance [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Principal balances totaling

$ 350,000

Annual interest

8%

Convertible Promissory Notes & Equity Issuance [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Minimum [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Mature over a period ranging

6 months

Convertible Promissory Notes & Equity Issuance [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Maximum [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Mature over a period ranging

1 year

Commitment Shares and Warrant [Member] | DIGERATI TECHNOLOGIES, INC [Member]

Subsequent Events (Details) [Line Items]

Commitment shares and warrant description

On November 28, 2022, the Company entered into a securities purchase agreement (the “SPA”) with Mast Hill Fund, L.P. (the “Investor”), whereby the Company issued an unsecured promissory note with a principal amount of approximately $1,670,000 with an original issue discount of $250,500 and subject to annual interest of 10%.

Securities Purchase Agreement and Promissory Note [Member] | DIGERATI TECHNOLOGIES, INC [Member]

Subsequent Events (Details) [Line Items]

Common stock per share (in Dollars per share)

$ 0.001

$ 0.001

$ 0.001

Investor beneficially owning percentage

4.99%

4.99%

4.99%

Conversion price (in Dollars per share)

$ 0.0956

$ 0.0956

$ 0.0956

Common stock shares (in Shares)

52,405,858

Effective days

180 days

Deposit amount

$ 83,333.33

NLI Adjustable Note MRC Targets Payment [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Quarterly principal payment

$ 250,000

Significant Accounting Polici_7

Significant Accounting Policies (Details) - Schedule of common stock reflected on the balance sheet are reconciled - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Common Stock Reflected On The Balance Sheet Are Reconciled Abstract
Gross proceeds from IPO		$ 126,500,000
Less:
Proceeds allocated to Public Warrants		(10,141,998)
Common stock issuance costs		(8,257,504)
Plus:
Remeasurement of carrying value to redemption value	$ 1,601,263	20,297,002
Class A common stock subject to possible redemption at redemption value	$ 129,998,763	$ 128,397,500

Significant Accounting Polici_8

Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended	10 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net income					$ 3,917,196
Denominator:
Weighted-average shares outstanding	12,808,125	4,455,000	1,821,600	12,808,125	5,010,118
Basic and diluted net income per share	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34	$ 0.78
Class B [Member]
Numerator:
Allocation of net income					$ 1,989,018
Denominator:
Weighted-average shares outstanding	3,162,500	2,893,478	2,050,889	3,162,500	2,543,967
Basic and diluted net income per share	$ (0.04)	$ (0.15)	$ (0.29)	$ 0.34	$ 0.78

Recurring Fair Value Measurem_9

Recurring Fair Value Measurements (Details) - Schedule of fair value assets and liabilities	10 Months Ended
	Dec. 31, 2021 USD ($)
Assets:
Assets	$ 128,400,078
Liabilities:
Liabilities	7,879,959
Public Warrants Liabilities [Member]
Liabilities:
Liabilities	5,313,000
Private Placement Warrants Liabilities [Member]
Liabilities:
Liabilities	2,566,959
Money Market Funds held in Trust Account [Membet]
Assets:
Assets	128,400,078
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Assets	128,400,078
Liabilities:
Liabilities	5,313,000
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants Liabilities [Member]
Liabilities:
Liabilities	5,313,000
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants Liabilities [Member]
Liabilities:
Liabilities
Quoted Prices In Active Markets (Level 1) [Member] | Money Market Funds held in Trust Account [Membet]
Assets:
Assets	128,400,078
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets
Liabilities:
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants Liabilities [Member]
Liabilities:
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants Liabilities [Member]
Liabilities:
Liabilities
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds held in Trust Account [Membet]
Assets:
Assets
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Assets
Liabilities:
Liabilities	2,566,959
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants Liabilities [Member]
Liabilities:
Liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants Liabilities [Member]
Liabilities:
Liabilities	2,566,959
Significant Other Unobservable Inputs (Level 3) [Member] | Money Market Funds held in Trust Account [Membet]
Assets:
Assets

Recurring Fair Value Measure_10

Recurring Fair Value Measurements (Details) - Schedule of fair value modified black scholes	10 Months Ended
	Dec. 31, 2021 USD ($)
Schedule Of Fair Value Modified Black Scholes Abstract
Fair Value at January 1, 2021
Initial fair value of public and private warrants	15,085,335
Transfer of public warrants to Level 1	(10,141,998)
Change in fair value	(2,376,378)
Fair Value at December 31, 2021	$ 2,566,959

Recurring Fair Value Measure_11

Recurring Fair Value Measurements (Details) - Schedule of scholes simulation - $ / shares			1 Months Ended	9 Months Ended	10 Months Ended
	Mar. 23, 2022	Mar. 01, 2022	Aug. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Scholes Simulation Abstract
Risk-free interest rate	2.34%	1.58%	0.97%	4.06%	1.31%
Expected term remaining (years)			5 years 10 months 28 days		5 years 5 months 26 days
Expected volatility	2.80%	5.90%	17%	9.10%	7.70%
Stock price (in Dollars per share)	$ 10.02	$ 10.01	$ 9.197	$ 10.14	$ 9.98

Income Tax (Details)

Income Tax (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Jul. 31, 2022
Income Tax (Details) [Line Items]
Operating loss carryovers	$ 173,802
Valuation allowance	$ 116,781
DIGERATI TECHNOLOGIES, INC [Member]
Income Tax (Details) [Line Items]
Net operating loss carryforwards		$ 26,356,740
Effective corporate flat tax rate		21%
Valuation allowance		$ 2,292,142

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets	Dec. 31, 2021 USD ($)
Deferred tax asset
Start-up costs	$ 80,282
Federal net operating loss	36,498
Total deferred tax asset	116,781
Valuation allowance	(116,781)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision (benefit) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Federal
Current
Deferred					(116,781)
State
Current
Deferred
Valuation allowance					116,781
Income tax provision	$ 88,687			$ 88,687

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Schedule of federal income tax rate [Abstract]
Statutory federal income tax rate	21%	21%	21%	21%	21%
State taxes, net of federal tax benefit
Meals and entertainment
Offering expenses					2.60%
Change in fair value of warrants					(25.60%)
Valuation allowance					2%
Income tax provision

Basis of Presentation (Details)

Basis of Presentation (Details) - USD ($)		3 Months Ended			10 Months Ended	12 Months Ended
	May 01, 2018	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020	Dec. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Basis of Presentation (Details) [Line Items]
Derivative liabilities					$ 16,773,000	$ 10,588,000
DIGERATI TECHNOLOGIES, INC [Member]
Basis of Presentation (Details) [Line Items]
Reserved treasury shares (in Shares)		45,000,000
Derive revenues		10%	10%
Accounts receivable percentage			10%	10%
Contract assets		$ 5,988				6,701	$ 17,661
Deferred income		244,530				66,167	19,984
Customer deposits balance		$ 873,518				864,345	$ 0
Currently averages		36 months
Deferred commissions/contract costs		$ 317,358				184,808
Sale commissions		676,608	$ 323,704		$ 871,561	2,262,129
Derivative liabilities		13,664,035				$ 10,587,717
Noncontrolling interest description	On May 1, 2018, T3 Communications, Inc. (“T3”), a Nevada Corporation, entered into a Stock Purchase Agreement (“SPA”), whereby in an exchange for $250,000, T3 agreed to sell to the buyers 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of T3 Communications, Inc. The $250,000 of the cash received under this transaction was recognized as an adjustment to the carrying amount of the noncontrolling interest and as an increase in additional paid-in capital in T3. At the option of the Company, and for a period of five years following the date of the SPA, the 199,900 shares of common stock in T3 may be converted into Common Stock of Digerati at a ratio of 3.4 shares of DTGI Common stock for everyone (1) share of T3 at any time after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days.
Noncontrolling interest		$ 161,000	$ 158,000
MEOA Share [Member]
Basis of Presentation (Details) [Line Items]
Common stock par value, per share (in Dollars per share)		$ 0.0001
MEOA Class A Common Stock [Member]
Basis of Presentation (Details) [Line Items]
Common stock par value, per share (in Dollars per share)		0.0001
MEOA Class B Common Stock [Member]
Basis of Presentation (Details) [Line Items]
Common stock par value, per share (in Dollars per share)		$ 0.0001

Basis of Presentation (Detail_2

Basis of Presentation (Details) - Schedule of dilutive weighted average shares - DIGERATI TECHNOLOGIES, INC [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Basis of Presentation (Details) - Schedule of dilutive weighted average shares [Line Items]
NET INCOME (LOSS) (in Dollars)	$ (4,988)	$ 2,419
Less: adjustments to net income (in Dollars)		(4,331)
NET INCOME (LOSS) - DILUTED SHARES OUTSTANDING CALCULATION (in Dollars)	$ (4,988)	$ (1,912)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC	143,067,151	138,719,017
Warrants and Options to purchase common stock		100,731,026
Convertible Debt		11,273,568
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED	143,067,151	250,723,611
LOSS PER COMMON SHARE - DILUTED (in Dollars per share)	$ (0.03)	$ (0.01)	$ (0.05)	$ (0.13)
LOSS PER COMMON SHARE - BASIC (in Dollars per share)	$ (0.03)	$ 0.02	$ (0.05)	$ (0.13)

Basis of Presentation (Detail_3

Basis of Presentation (Details) - Schedule of basic and diluted net loss per share - DIGERATI TECHNOLOGIES, INC [Member] - shares	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible Preferred Shares	57,501,882	56,405,216
Convertible Debt	37,963,920	11,966,667
Total	95,465,802	68,371,883

Basis of Presentation (Detail_4

Basis of Presentation (Details) - Schedule of disaggregated revenue - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	3 Months Ended		12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Disaggregation of Revenue [Line Items]
Cloud software and service revenue	$ 8,076,000	$ 3,703,000
Product revenue	54,000	74,000	$ 283	$ 263
Total operating revenues	$ 8,130,000	$ 3,777,000

Basis of Presentation (Detail_5

Basis of Presentation (Details) - Schedule of derivative financial instruments measured at fair value - DIGERATI TECHNOLOGIES, INC [Member] - USD ($) $ in Thousands	Oct. 31, 2022	Jul. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability	$ 13,664,035	$ 10,587,717
Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability
Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability
Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability	$ 13,664,035	$ 10,587,717

Basis of Presentation (Detail_6

Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model			1 Months Ended	3 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Mar. 23, 2022	Mar. 01, 2022	Aug. 30, 2021	Oct. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022
Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model [Line Items]
Expected dividend yield				0%			0%
Expected stock price volatility	2.80%	5.90%	17%		9.10%	7.70%
Risk-free interest rate	2.34%	1.58%	0.97%		4.06%	1.31%
Expected term			5 years 10 months 28 days			5 years 5 months 26 days
Minimum [Member]
Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model [Line Items]
Expected stock price volatility				86.37%			63.32%
Risk-free interest rate				4%			0.03%
Expected term				1 month 28 days			18 days
Maximum [Member]
Basis of Presentation (Details) - Schedule of derivatives using the Black-Scholes option pricing model [Line Items]
Expected stock price volatility				230.15%			250.19%
Risk-free interest rate				4.10%			2.98%
Expected term				8 years 18 days			9 years 6 months

Basis of Presentation (Detail_7

Basis of Presentation (Details) - Schedule of derivative financial instruments measured at fair value on a recurring basis - DIGERATI TECHNOLOGIES, INC [Member] $ in Thousands	3 Months Ended
	Oct. 31, 2022 USD ($)
Basis of Presentation (Details) - Schedule of derivative financial instruments measured at fair value on a recurring basis [Line Items]
Beginning balance	$ 10,587,717
Derivative loss	3,076,318
Ending balance	$ 13,664,035

Going Concern (Details)

Going Concern (Details) - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	3 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Going Concern (Details) [Line Items]
Accumulated a deficit	$ (118,377,000)
Working capital deficit	43,296,000	$ 29,323,000
Cash requirements to interest payments	$ 3,500,000
Key covenants requirements description	●Maximum Allowed - Senior Leverage Ratio of 4.05 to 1.00 ●Minimum Allowed - EBITDA of $3,771,629   ●Minimum Allowed - Liquidity of $2,000,000   ●Maximum Allowed - Capital Expenditures of $94,798 (Quarterly)   ●Minimum Allowed - Fixed Charge Coverage Ratio of 1.5 to 1.00   ●Maximum Allowed - Churn of 3.00% at any time
Loan maturity date	Aug. 04, 2023
Loan principal payment	$ 10,000,000
Current cash expenses	1,300,000
Total liabilities	71,269,000
Derivative liabilities	$ 13,664,000
Accumulated a deficit		$ 113,393,000

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended		12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
DIGERATI TECHNOLOGIES, INC [Member]
Intangible Assets (Details) [Line Items]
Total amortization expense	$ 756,837	$ 433,785	$ 2,448,274	$ 1,396,214

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of changes in intangible assets - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	Oct. 31, 2022	Jul. 31, 2022	Jul. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 20,016,525	$ 20,016,525	$ 10,941,000
Accumulated Amortization	(5,584,942)	(4,828,105)	(2,414,392)
Net Carrying Amount	14,431,583	15,188,420	8,526,608
Goodwill, Indefinite, Gross Carrying Value	19,380,080	19,380,080	3,931,298
Goodwill, Indefinite, Accumulated Amortization
Goodwill, Indefinite, Net Carrying Amount	19,380,080	19,380,080	3,931,298
Balance, Gross Carrying Value	39,396,605	39,396,605	14,872,298
Balance, Accumulated Amortization	(5,584,942)	(4,828,105)	(2,414,392)
Balance, Net Carrying Amount	33,811,663	34,568,500	12,457,906
NetSapiens - license, 10 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	150,000	150,000	150,000
Accumulated Amortization	(150,000)	(150,000)	(150,000)
Net Carrying Amount
Customer relationships, 5 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	40,000	40,000	40,000
Accumulated Amortization	(38,017)	(36,684)	(28,672)
Net Carrying Amount	1,983	3,316	11,328
Customer relationships, 7 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	10,947,262	10,947,262	6,790,000
Accumulated Amortization	(2,943,548)	(2,573,052)	(1,310,720)
Net Carrying Amount	8,003,714	8,374,210	5,479,280
Trademarks, 7 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	7,148,000	7,148,000	2,870,000
Accumulated Amortization	(1,226,311)	(993,806)	(307,500)
Net Carrying Amount	5,921,689	6,154,194	2,562,500
Non-compete, 2 & 3 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	931,000	931,000	291,000
Accumulated Amortization	(507,083)	(394,583)	(97,500)
Net Carrying Amount	423,917	536,417	193,500
Marketing & Non-compete, 5 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	800,263	800,263	800,000
Accumulated Amortization	(719,983)	(679,980)	(520,000)
Net Carrying Amount	$ 80,280	$ 120,283	$ 280,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)			1 Months Ended			3 Months Ended		10 Months Ended	12 Months Ended
	Dec. 05, 2022	Oct. 03, 2022	Oct. 27, 2022	Aug. 30, 2021	Nov. 30, 2015	Oct. 31, 2022	Oct. 31, 2021	Dec. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Recognized stock-based compensation expense									$ 98,000	$ 399,500
Unamortized compensation cost									$ 97,972	$ 195,835
Stock options exercisable shares (in Shares)									7,551,179	6,091,863
Stock options exercisable amount									$ 110,380	$ 91,978
Stock issued (in Shares)				12,650,000
Expiration date	Dec. 15, 2022
DIGERATI TECHNOLOGIES, INC [Member]
Stock-Based Compensation (Details) [Line Items]
Stock based compensation, description						The Plan authorizes the grant of up to 7.5 million stock options, restricted common shares, non-restricted common shares and other awards to employees, directors, and certain other persons. The Plan is intended to permit the Company to retain and attract qualified individuals who will contribute to the overall success of the Company. The Company’s Board of Directors determines the terms of any grants under the Plan. Exercise prices of all stock options and other awards vary based on the market price of the shares of common stock as of the date of grant. The stock options, restricted common stock, non-restricted common stock, and other awards vest based on the terms of the individual grant.During the three months ended October 31, 2022 and October 31, 2021, the Company did not issue any new stock options. The Company recognized approximately $22,996 and $23,394 in stock-based compensation expense for stock options to employees for the three months ended October 31, 2022, and 2021, respectively.		●7,858,820 shares of common stock to various employees for services in lieu of cash compensation and as part of the Company’s Non-Standardized profit-sharing plan. The Company recognized stock-based compensation expense of $264,712 equivalent to the value of the shares calculated based on the share’s closing price at the grant dates.   ● 4,230,000 options to purchase common shares to various employees with an exercise price ranging from $0.042 to $0.1475 per share and a term of 5 years. At issuance, 200,000 of the options vested, 400,000 of the options will vest equally over a period of two years, and 3,630,000 of the options will vest equally over a period of three years. At issuance the stock options had a fair market value of $267,343.
Recognized stock-based compensation expense						$ 22,996	$ 23,394
Unamortized compensation cost						$ 74,976	$ 172,441
Stock options exercisable shares (in Shares)						7,766,613			7,551,179
Stock options exercisable amount						$ 212,330			$ 110,380
Stock issued (in Shares)									1,150,000
Expiration date		Jul. 03, 2023	Jul. 26, 2023						Jul. 31, 2025
Stock option exercise price (in Dollars per share)									$ 0.11
DIGERATI TECHNOLOGIES, INC [Member] | 2015 Equity Compensation Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Stock options authorizes to grant (in Shares)					7,500,000	7,500,000
Various Employees [Member]
Stock-Based Compensation (Details) [Line Items]
Closing stock price, description									The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of the 9,130,000 and 9,230,000 stock options outstanding at July 31, 2022 and July 31, 2021 was $191,722 and $392,891, respectively.
Various Employees [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Stock-Based Compensation (Details) [Line Items]
Closing stock price, description						The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) of the 9,130,000 and 9,130,000 stock options outstanding as of October 31, 2022, and July 31, 2022, was $320,160 and $191,722, respectively.

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of stock options - $ / shares	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Jul. 31, 2021
Stock-Based Compensation (Details) - Schedule of stock options [Line Items]
Options, Exercised
Weighted average exercise price, Exercised
Weighted average remaining contractual term (years) Exercised
DIGERATI TECHNOLOGIES, INC [Member]
Stock-Based Compensation (Details) - Schedule of stock options [Line Items]
Options, Outstanding Beginning Balance	9,130,000
Weighted average exercise price, Outstanding Beginning Balance	$ 0.17
Weighted average remaining contractual term (years), Outstanding Beginning Balance	2 years 4 months 20 days
Options, Granted
Weighted average exercise price, Granted
Weighted average remaining contractual term (years), Granted
Options, Exercised			330,000
Options, Forfeited and cancelled
Weighted average exercise price, Forfeited and cancelled
Weighted average remaining contractual term (years) Forfeited and cancelled
Options, Outstanding Ending Balance	9,130,000	9,130,000
Weighted average exercise price, Outstanding Ending Balance	$ 0.17	$ 0.17
Weighted average remaining contractual term (years), Outstanding Ending Balance	2 years 1 month 17 days
Options, Exercisable	7,766,613
Weighted average exercise price, Exercisable	$ 0.19
Weighted average remaining contractual term (years), Exercisable	1 year 11 months 15 days

Warrants (Details)

Warrants (Details) - USD ($)	1 Months Ended	10 Months Ended	12 Months Ended
	Nov. 17, 2020	Dec. 31, 2021	Jul. 31, 2022	Oct. 31, 2022	Jul. 31, 2021
Warrants (Details) [Line Items]
Warrants exercisable				$ 9,235,511
Warrants issued (in Shares)	107,701,179
Warrants percentage	15%
Warrant shares percentage	25%
Warrant [Member]
Warrants (Details) [Line Items]
Warrants percentage	25%
DIGERATI TECHNOLOGIES, INC [Member]
Warrants (Details) [Line Items]
Aggregate intrinsic value				81,325,562	$ 81,615,885
Warrants exercisable		$ 11,108,930	$ 6,757,037		6,757,037
Warrants, description	The Warrant has an exercise price of $0.01 per share and the Warrant expires on November 17, 2030. Seventy-five percent (75%) of the Warrant Shares are immediately fully vested and not subject to forfeiture at any time for any reason. The remaining twenty-five percent (25%) of the Warrant Shares are subject to forfeiture based on the Company achieving certain performance targets which, if achieved, would result in twenty percent (20%) warrant coverage. If the minority shareholders of T3 Nevada convert their T3 Nevada shares into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), the Warrant Shares percentage shall also be lowered such that when combined with the achievement of the performance targets, the warrant coverage could be reduced to fifteen percent (15%).
Aggregate intrinsic value (in Shares)		82,280,885	81,615,885
DIGERATI TECHNOLOGIES, INC [Member] | Warrant [Member]
Warrants (Details) [Line Items]
Aggregate intrinsic value				$ 108,550,849	$ 108,841,179
Warrants shares outstanding (in Shares)		109,506,179	108,841,179	12,304,994	9,002,606
Recognized in derivative liability			$ 6,462,050
Warrants outstanding		$ 14,795,002	$ 9,002,606

Warrants (Details) - Schedule

Warrants (Details) - Schedule of warrants outstanding - DIGERATI TECHNOLOGIES, INC [Member] - $ / shares	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Jul. 31, 2021
Warrants (Details) - Schedule of warrants outstanding [Line Items]
Beginning Outstanding, Warrants	108,841,179
Beginning Outstanding, Weighted average exercise price	$ 0.01
Beginning Outstanding, Weighted average remaining Contractual Term (Years)	8 years 2 months 15 days	8 years 2 months 15 days	9 years 2 months 1 day
Granted, Warrants
Granted, Weighted average exercise price			$ 0.01
Granted, Weighted average remaining Contractual Term (Years)			9 years 6 months
Exercised, Warrants	(160,628)
Exercised, Weighted average exercise price	$ 0.13		$ 0.1
Exercised, Weighted average remaining Contractual Term (Years)
Forfeited and cancelled, Warrants	(129,702)
Forfeited and cancelled, Weighted average exercise price	$ 0.15
Forfeited and cancelled, Weighted average remaining Contractual Term (Years)		8 years 2 months 19 days
Ending Outstanding, Warrants	108,550,849	108,841,179
Ending Outstanding, Weighted average exercise price	$ 0.01	$ 0.01
Ending Outstanding, Weighted average remaining Contractual Term (Years)	7 years 11 months 23 days
Exercisable, Warrants	81,325,562	81,615,885
Exercisable, Weighted average exercise price	$ 0.01	$ 0.01
Exercisable, Weighted average remaining Contractual Term (Years)	8 years

Notes Payable Non-Convertible (

Notes Payable Non-Convertible (Details) - USD ($)				1 Months Ended					3 Months Ended		9 Months Ended	10 Months Ended	12 Months Ended
	Jul. 26, 2022	Jun. 04, 2022	Feb. 04, 2022	Sep. 16, 2022	Jul. 31, 2022	Dec. 20, 2021	Nov. 30, 2021	Nov. 17, 2020	Oct. 31, 2022	Oct. 31, 2021	Sep. 30, 2022	Dec. 31, 2021	Jul. 31, 2022	Jul. 31, 2021	Feb. 03, 2023	Oct. 21, 2022	Aug. 22, 2022	Jul. 27, 2022	Sep. 12, 2021	Oct. 22, 2018
Notes Payable Non-Convertible (Details) [Line Items]
Transaction related expenses											$ 100,000	$ 100,000
Total unamortized debt discount									$ 72,354
Principal amount of bridge loan															$ 2,848,525
Borrowing principal amount															151,475
Indebtedness of principal amount															$ 3,000,000
Bridge loan payment percentage									50%
Aggregate amount							$ 25,000
Annual interest rate											1%						1%
DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note				$ 30,000,000												$ 30,000,000
Debt discount outstanding					$ 0				$ 0				$ 0	$ 5,355,322
Principal amount						$ 3,500,000
Accrued interest									790,872				530,672
Amendment fees						1,418,744			1,418,744				1,418,744
Proceeds to fund acquisitions			$ 10,000,000		6,000,000				6,000,000				6,000,000
Extinguishment of debt									5,479,865				5,479,865
Total unamortized debt discount					180,750				$ 4,061,121				180,750
Secured loan			10,000,000
Recognized in OID			250,000
Debt issuance cost			220,000
Principal balance					10,000,000								$ 10,000,000					$ 165,000
Credit agreement, description									1.Maximum Allowed - Senior Leverage Ratio of 4.05 to 1.00 2.Minimum Allowed - EBITDA of $3,771,629   3.Minimum Allowed - Liquidity of $2,000,000   4.Maximum Allowed - Capital Expenditures of $94,798 (Quarterly)   5.Minimum Allowed - Fixed Charge Coverage Ratio of 1.5 to 1.00   6.Maximum Allowed - Churn of 3.00% at any time				1. Maximum Allowed - Senior Leverage Ratio of 4.06 to 1.00 2. Minimum Allowed - EBITDA of $3,719,589 3. Minimum Allowed - Liquidity of $2,000,000 4. Maximum Allowed - Capital Expenditures of $94,798 (Quarterly) 5. Minimum Allowed - Fixed Charge Coverage Ratio of 1.5 to 1.00 6. Maximum Allowed - Churn of 3.00% at any time
Credit agreement and amendment discription									On December 15, 2022, the lender agreed to forbear from exercising its remedies in connection with the financial covenants that were not complied with during the quarter ended October 31,2022, as well as certain other specified defaults, until December 23, 2022 or such later date as agreed to in writing by the lender.
Aggregate amount		$ 250,000
interest expense	$ 80,000								$ 30,125
Unsecured adjustable promissory notes					$ 1,750,000				1,750,000				$ 1,750,000
Amortized cost				$ 50,000,000									$ 1,294,201
Total unamortized debt discount			313,334
Equity ownership percentage													100%
Annual interest rate																		8%	8%
Debt discount			241,000,000						$ 204	$ 943			$ 2,064	2,809
Interest expense													60,250
Principal payment													250,000
DIGERATI TECHNOLOGIES, INC [Member] | Minimum [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Annual interest rate									0%
Annual interest rate		0%
DIGERATI TECHNOLOGIES, INC [Member] | Maximum [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Annual interest rate									18%
Annual interest rate		18%
DIGERATI TECHNOLOGIES, INC [Member] | Term Loan C Note [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Accrued interest													$ 199,413
DIGERATI TECHNOLOGIES, INC [Member] | November 17, 2024 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR					12%				12%				12%
DIGERATI TECHNOLOGIES, INC [Member] | August 04, 2023 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR					12%				12%				12%
Credit Agreement and Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Transaction related expenses								$ 964,000
Next Level Internet Acquisition [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Debt discount									$ 241,000
Unsecured Promissory Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note			1,800,000
Unsecured Adjustable Promissory Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note			$ 200,000
Skynet Telecom LLC [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Total unamortized debt discount					$ 4,061,121								$ 4,061,121
T3 Communications, Inc. [Member] | DIGERATI TECHNOLOGIES, INC [Member] | Pledge Agreement [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Ownership percentage									100%
T3 Communications, Inc. [Member] | Credit Agreement and Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Additional amount received								6,000,000
Loan increment								1,000,000
Net proceeds								13,036,000
Discounts cost								964,000
Non-convertible [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note																				$ 50,000
Base annual interest rate																				8%
Non-convertible [Member] | Secured promissory note [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Principal amount outstanding					50,000				$ 50,000				50,000	$ 50,000
Term Loan A Note [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Principal amount					$ 22,168,515								22,168,515
Accrued interest									$ 22,959,387				$ 530,672
Term Loan A Note [Member] | T3 Communications, Inc. [Member] | Credit Agreement and Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note								10,500,000
Secured loan								20,000,000
Term Loan B Note [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Accrued interest						$ 187,442
Term Loan B Note [Member] | T3 Communications, Inc. [Member] | Credit Agreement and Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Promissory note								$ 3,500,000
Interest rate description of LIBOR									Term Loan B had a maturity date of December 31, 2021, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan B is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three.				Term Loan B had a maturity date of December 31, 2021, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan B is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three.
Term Loan A [Member] | T3 Communications, Inc. [Member] | Credit Agreement and Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate description of LIBOR									Term Loan A Note with a maturity date of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan A is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three.				Term Loan A Note with a maturity date of November 17, 2024, and an interest rate of LIBOR (with a minimum rate of 1.5%) plus twelve percent (12%). Term Loan A is non-amortized (interest only payments) through the maturity date and contains an option for the Company to pay interest in kind (PIK) for up to five percent (5%) of the interest rate in year one, four percent (4%) in year two and three percent (3%) in year three.
Minimum [Member] | DIGERATI TECHNOLOGIES, INC [Member] | November 17, 2024 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR					1.50%				1.50%				1.50%
Minimum [Member] | DIGERATI TECHNOLOGIES, INC [Member] | August 04, 2023 [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Interest rate of LIBOR					1.50%				1.50%				1.50%
Credit Agreement and Notes [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Total unamortized debt discount					$ 313,334				$ 235,001				$ 313,334
Term Loan C Note [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Accrued interest									304,029				199,413
Principal balance					10,000,000				10,000,000				10,000,000
Promissory Notes – Next Level Internet Acquisition [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Notes Payable Non-Convertible (Details) [Line Items]
Total unamortized debt discount					$ 180,750				$ 150,625				$ 180,750

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	3 Months Ended		12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Convertible Notes Payable (Details) [Line Items]
Principal balance outstanding			$ 4,567,735	$ 1,388,235
DIGERATI TECHNOLOGIES, INC [Member]
Convertible Notes Payable (Details) [Line Items]
Additional conversion price, description	The Holder of the Note originally dated October 13, 2020 with a balance of $165,000 as of October 31, 2022, shall have the right to convert any portion of the outstanding and unpaid principal balance into fully paid and nonassessable shares of Common Stock. The conversion price (the “Conversion Price”) shall equal $0.05 (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events).		The Note Conversion Price shall equal (1) $0.05 (five) cents provided however that in the event the Borrower fails to complete the acquisition of Nexogy, Inc., the Conversion Price shall equal (2) the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean eighty-five percent (85%) multiplied by the Market Price (as defined herein) (representing a discount rate of fifteen percent (15%)). “Market Price” means the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.
Principal balance outstanding	$ 4,567,735		$ 5,130,735
Amortized of debt discount as interest expense	207,564	$ 127,872	530,628	797,144
Convertible Notes Payable [Member] | DIGERATI TECHNOLOGIES, INC [Member]
Convertible Notes Payable (Details) [Line Items]
Unamortized discount	$ 163,160		$ 119,764	$ 339,654

Convertible Notes Payable (De_2

Convertible Notes Payable (Details) - Schedule of convertible notes payable - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payable - derivative:	$ 4,325,000	$ 3,844,500
Total convertible notes payable derivative and non-derivative	5,130,735	4,567,735
Less: discount on convertible notes payable	(163,160)	(119,764)
Total convertible notes payable, net of discount	4,967,575	4,447,971
Less: current portion of convertible notes payable	(4,717,575)	(3,947,971)
Long-term portion of convertible notes payable	250,000	500,000
Convertible Notes Payable One [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	165,000	165,000
Convertible Notes Payable Two [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	325,000	275,000
Convertible Notes Payable Three [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	325,000	275,000
Convertible Notes Payables Four [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	90,000	75,000
Convertible Notes Payables Five [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	90,000	75,000
Convertible Notes Payables Six [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	180,000	150,000
Convertible Notes Payables Seven [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	1,500,000	2,250,000
Convertible Notes Payables Eight [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	260,000	230,000
Convertible Notes Payables Nine [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	260,000	230,000
Convertible Notes Payables Ten [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	165,000	119,500
Total convertible notes payable - derivative:	805,735	723,235
Convertible Notes Payables Eleven [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	75,000
Convertible Notes Payables Twelve [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	165,000
Convertible Notes Payables Thirteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	275,000
Convertible Notes Payable Fourteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	28,500
Convertible Notes Payable fifteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	71,500
Convertible Notes Payable sixteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative	350,000
Convertible Notes Payables seventeen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	480,000	480,000
Convertible Notes Payables Eighteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	142,735	80,235
Convertible Notes Payables Nineteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	$ 183,000	$ 163,000

Leases (Details)

Leases (Details) - USD ($)		1 Months Ended
	May 17, 2022	May 31, 2022	May 17, 2022	Feb. 28, 2022
Leases (Details) [Line Items]
Discount rate	5%		5%
Expired terms		In May 2022, the lease was extended until September 2027, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal.
DIGERATI TECHNOLOGIES, INC [Member]
Leases (Details) [Line Items]
Discount rate	4%		4%
Asset and liability	$ 482,865		$ 482,865
Lease payment				$ 30,222
Expired terms		the lease was extended until September 2027, and at the option of the Company, the lease can be extended for a period of five years, with a base rent at the prevailing market rate at the time of the renewal.		March 2026

Leases (Details) - Schedule of

Leases (Details) - Schedule of leased properties have a remaining lease term - DIGERATI TECHNOLOGIES, INC [Member]	3 Months Ended	12 Months Ended
	Oct. 31, 2022 USD ($) m²	Jul. 31, 2022 USD ($) m²
8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 49,136	$ 49,136
Lease Expiration Date	Sep-27	Sep-27
Business Use	Executive offices	Executive offices
Approx. Sq. Ft. | m²	2,843	2,843
10967 Via Frontera, San Diego, CA 92127 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 369,229	$ 369,229
Lease Expiration Date	Mar-26	Mar-26
Business Use	Office space	Office space
Approx. Sq. Ft. | m²	18,541	18,541
1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 83,260	$ 83,260
Lease Expiration Date	Dec-25	Dec-25
Business Use	Office space and network facilities	Office space and network facilities
Approx. Sq. Ft. | m²	6,800	6,800
2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 106,553	$ 128,301
Lease Expiration Date	Dec-27	Dec-27
Business Use	Office space & wireless internet network	Office space & wireless internet network
Approx. Sq. Ft. | m²	4,623	4,623
7218 McNeil Dr., FL-1, Austin, TX 78729 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 21,000	$ 21,000
Lease Expiration Date	Mar-24	Mar-24
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	25	25
6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, Dallas, TX 75240 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 17,040	$ 17,040
Lease Expiration Date	Dec-22	Dec-22
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	25	25
9701 S. John Young Parkway, Orlando, FL 32819 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 25,440	$ 25,440
Lease Expiration Date	May-23	May-23
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	540	540
50 NE 9th St, Miami, FL 3313 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 41,300	$ 41,300
Lease Expiration Date	May-23	May-23
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	25	25
350 NW 215 St., Miami Gardens, FL 33169 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 29,254	$ 29,254
Lease Expiration Date	May-23	May-23
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
8333 NW 53rd St, Doral, FL 33166 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 14,021	$ 14,021
Lease Expiration Date	Jul-25	Jul-25
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
100 SE 2nd Street, Miami, FL 33131 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 36,466	$ 36,466
Lease Expiration Date	Jan-24	Jan-24
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
9055 SW 73rd Ct, Miami, FL 33156 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 8,787	$ 8,787
Lease Expiration Date	Dec-23	Dec-23
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
9517 Fontainebleau Blvd., Miami, FL 33172 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 11,907	$ 11,907
Lease Expiration Date	Aug-24	Aug-24
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of recognition of ROU assets and lease liabilities for operating leases - Leases Topic 842 [Member] - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Leases (Details) - Schedule of recognition of ROU assets and lease liabilities for operating leases [Line Items]
ROU Asset	$ 2,436,035
Amortization	(259,784)	$ (524,688,000)
Addition - Asset		2,026,463,000
ROU Asset	2,176,251	2,436,035
Lease Liability	2,584,865	934,260,000
Amortization	(266,333)	(530,047,000)
Addition - Liability		2,180,652,000
Lease Liability	2,318,532	2,584,865
Lease Liability	651,191	796,714,000
Lease Liability	1,667,341	1,788,151,000
Lease Liability	2,318,532	2,584,865,000
Operating lease cost:	200,392	720,383,000
Cash paid for amounts included in the measurement of lease labilities
Operating cashflow from operating leases:	$ 200,392	$ 720,383,000
Weighted-average remain lease term-operating lease:	3 years 9 months 18 days	4 years 2 months 12 days
Weighted-average discount rate	5%	5%

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of future minimum lease payment - DIGERATI TECHNOLOGIES, INC [Member]	Jul. 31, 2022 USD ($)
Leases (Details) - Schedule of future minimum lease payment [Line Items]
2023	$ 580,242	[1]
2024	650,734
2025	603,439
2026	431,377
2027	176,771
Total payments:	2,442,563
Imputed interest:	(124,031)
Total Lease Liability:	$ 2,318,532
[1]remaining 9 Months

Equipment Financing (Details)

Equipment Financing (Details) - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)		3 Months Ended
	Jul. 02, 2022	Oct. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Equipment Financing (Details) [Line Items]
Financing agreements amount			$ 23,650	$ 62,263
Principal and interest payments		$ 2,282
Financing agreement interest percentage	5%	5%
Interest payments	$ 1,820

Equipment Financing (Details) -

Equipment Financing (Details) - Schedule of future payments under the equipment financing agreements	3 Months Ended
	Oct. 31, 2022 USD ($)
Schedule Of Future Payments Under The Equipment Financing Agreements Abstract
2023	$ 22,950	[1]
2024	30,600
2025	30,600
2026	2,550
Total future payments:	86,700
Present value of net minimum equipment financing payments	81,019
Less current maturities	27,297
Long-term equipment financing obligation	53,722
Amortization of ROU assets	27,388
Interest on lease liabilities	3,304
Operating cashflow from equipment financing:	3,304
Financing cashflow from equipment financing:	$ 27,388
Weighted-average remaining lease term - equipment financing:	2 years 9 months 18 days
Weighted-average discount rate	5%
[1] remaining 9 Months

Equity (Details)

Equity (Details) - Digerati Technologies, Inc [Member] - USD ($)										1 Months Ended								3 Months Ended		12 Months Ended
	Oct. 04, 2022	Oct. 03, 2022	Sep. 14, 2022	Jul. 27, 2022	Jul. 26, 2022	Jul. 01, 2022	Feb. 14, 2022	Oct. 22, 2021	Sep. 12, 2021	Oct. 27, 2022	Sep. 28, 2022	Sep. 16, 2022	Feb. 14, 2022	Jan. 21, 2022	Oct. 22, 2021	Sep. 29, 2021	Aug. 31, 2021	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022	Jul. 31, 2021	Oct. 21, 2022
Equity (Details) [Line Items]
Common stock , shares issued (in Shares)		300,000	90,000						150,000	200,000	500,000	180,000					300,000	160,628				300,000
Interest expense			$ 10,845,000								$ 70,000,000	$ 35,400,000					$ 28,740,000	$ 2,065	$ 1,506	$ 5,990	$ 4,765
Fair value				$ 22,093				$ 13,965	$ 75,000,000				$ 10,620,000			$ 10,788	13,635
Interest rate				8%					8%
Fair market value of the shares									$ 15,880,000
Outstanding principal amount											62,500,000	50,000,000
Interest expense debt												50,000,000								1,294,201
Debt discount												21,240,000		$ 60,892
Principal amount												30,000,000										$ 30,000,000
Recognized as interest expense												$ 30,000,000
Principal amount outstanding					$ 50,000		$ 75,000						15,000,000
Interest expenses													$ 15,000,000
Recognized amount of interest expense											62,500,000
Issued shares (in Shares)				300,000	300,000	1,500,000
Accrued dividends											$ 6,718,000
Shares of common stock (in Shares)											105,273,000
Promissory note		$ 165,000,000																$ 386		$ 181	714
Maturity date		Jul. 03, 2023								Jul. 26, 2023										Jul. 31, 2025
Interest rate		8%								8%
Fair market value of debt discount		$ 32,143,000								$ 38,768,000
Fair values amount																						$ 30,000,000
Promissory note										$ 71,500,000
Exercise of warrants (in Shares)																		160,628
Exercise price per warrant (in Dollars per share)																		$ 0.13
Proceeds received																		$ 20,881,000			33,000
Promissory note	$ 150,000,000													$ 460,000	$ 150,000	$ 75,000	$ 75,000				2,100,000
Promissory note interest rate														8%	8%	8%	8%
Issued shares of common stock (in Shares)					30,000		34,150	300,000					34,150	600,000	300,000	150,000	150,000
Loss on extinguishment debt description							The Company recognized a loss on extinguishment of debt for both the $75,000 increase in principal and $34,150 fair value of shares issued and charged the total $109,150 to interest expense at the time of the extension.						The Company recognized a loss on extinguishment of debt for both the $75,000 increase in principal and $34,150 fair value of shares issued and charged the total $109,150 to interest expense at the time of the extension.
Fair market value						$ 125,250															$ 146,942
Recognized a loss					$ 50,000
Fair value of shares issued					30,000
Interest expense					$ 80,000													$ 30,125
Aggregate principal amount				$ 165,000																$ 10,000,000
Related expenses and closing fees				19,500
Net proceeds				100,000
Amortization discount				$ 19,500
Common stock, shares issued (in Shares)																		145,064,390		142,088,039	138,538,039
Non-standardized profit-sharing plan (in Shares)																					7,858,820
Cash compensation (in Shares)																					264,712
Exercise warrants (in Shares)																					330,000
Exercise price per warrant (in Dollars per share)																					$ 0.1
Accrued compensation (in Shares)																					554,010
Payment of debt																					$ 17,965
Common Stock [Member]
Equity (Details) [Line Items]
Common stock , shares issued (in Shares)							90,000					300,000	90,000
Issued shares (in Shares)							250,000						250,000
LGH [Member]
Equity (Details) [Line Items]
Common stock , shares issued (in Shares)																						300,000
Principal amount																						$ 30,000
Fair values amount																						$ 30,000
Accounts Payable [Member]
Equity (Details) [Line Items]
Common stock, shares issued (in Shares)																					1,000,000
Accounts payable																					$ 60,500
Promissory Note [Member]
Equity (Details) [Line Items]
Promissory note extension agreement																					400,000
Promissory Note [Member]
Equity (Details) [Line Items]
Fair market value																					$ 58,760
Professional services [Member]
Equity (Details) [Line Items]
Common stock, shares issued (in Shares)																					4,250,000
Professional services																					$ 222,950
Series A Preferred Stock [Member]
Equity (Details) [Line Items]
Issued shares (in Shares)											25,000
Common Stock [Member]
Equity (Details) [Line Items]
Issued shares (in Shares)																					330,000
Series C Convertible Preferred Stock [Member]
Equity (Details) [Line Items]
Issued shares (in Shares)																					55,400
Series B Convertible Preferred Stock [Member]
Equity (Details) [Line Items]
Issued shares (in Shares)																					17,965
Debt [Member]
Equity (Details) [Line Items]
Common stock, shares issued (in Shares)																					21,275,629
Settlement of debt																					$ 428,375

Summary of Significant Accounti

Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	3 Months Ended		12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Jul. 31, 2022	Jul. 31, 2021
Disaggregation of Revenue [Line Items]
Cloud software and service revenue			$ 23,871	$ 12,153
Product revenue	$ 54,000	$ 74,000	283	263
Total operating revenues			$ 24,154	$ 12,416

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - Schedule of derivative financial instruments measured at fair value using significant unobservable inputs - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible promissory notes derivative liability	$ 10,587,717	$ 16,773,383
Quoted prices in active markets for identical liabilities (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible promissory notes derivative liability
Significant other observable inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible promissory notes derivative liability
Significant unobservable inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible promissory notes derivative liability	$ 10,587,717	$ 16,773,383

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - Schedule of determined using the Black-Scholes option pricing model - DIGERATI TECHNOLOGIES, INC [Member]	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Summary of Significant Accounting Policies (Details) - Schedule of determined using the Black-Scholes option pricing model [Line Items]
Expected dividend yield	0%	0%
Minimum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of determined using the Black-Scholes option pricing model [Line Items]
Expected stock price volatility	63.32%	125.60%
Risk-free interest rate	0.03%	0.05%
Expected term	18 days	10 days
Maximum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of determined using the Black-Scholes option pricing model [Line Items]
Expected stock price volatility	250.19%	283.01%
Risk-free interest rate	2.98%	1.65%
Expected term	9 years 6 months	10 years

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of derivative financial instruments measured at fair value on a recurring basis - DIGERATI TECHNOLOGIES, INC [Member] - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 16,773,383	$ 606,123
Derivative from new convertible promissory notes and warrants recorded as debt discount		6,820,108
Derivative liability resolved to additional paid in capital due to debt conversion		(588,097)
Derivative gain (Loss)	(6,185,666)	9,935,249
Ending balance	$ 10,587,717	$ 16,773,383

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of dilutive weighted average shares - DIGERATI TECHNOLOGIES, INC [Member] - shares	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase common stock	9,130,000	9,230,000
Warrants to purchase common stock	108,841,179	109,506,179
Convertible debt	43,628,667	20,506,684
Total:	219,185,062	195,408,079
Convertible Series A Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible Series Preferred stock	750,000	750,000
Convertible Series B Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible Series Preferred stock	25,575,847	24,936,847
Convertible Series C Preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible Series Preferred stock	31,259,369	30,478,369

Intangible Assets (Details) -_2

Intangible Assets (Details) - Schedule of summarized changes in intangible assets - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	Oct. 31, 2022	Jul. 31, 2022	Jul. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 20,016,525	$ 20,016,525	$ 10,941,000
Accumulated Amortization	(5,584,942)	(4,828,105)	(2,414,392)
Net Carrying Amount	14,431,583	15,188,420	8,526,608
Goodwill, Gross Carrying Value	19,380,080	19,380,080	3,931,298
Goodwill, Accumulated Amortization
Goodwill, Net Carrying Amount	19,380,080	19,380,080	3,931,298
Balance, Gross Carrying Value	39,396,605	39,396,605	14,872,298
Balance, Accumulated Amortization	(5,584,942)	(4,828,105)	(2,414,392)
Balance, Net Carrying Amount	33,811,663	34,568,500	12,457,906
NetSapiens - license, 10 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	150,000	150,000	150,000
Accumulated Amortization	(150,000)	(150,000)	(150,000)
Net Carrying Amount
Customer relationships, 5 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	40,000	40,000	40,000
Accumulated Amortization	(38,017)	(36,684)	(28,672)
Net Carrying Amount	1,983	3,316	11,328
Customer relationships 7 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	10,947,262	10,947,262	6,790,000
Accumulated Amortization	(2,943,548)	(2,573,052)	(1,310,720)
Net Carrying Amount	8,003,714	8,374,210	5,479,280
Trademarks, 7 & 10 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value		7,148,000
Accumulated Amortization		(993,806)
Net Carrying Amount		6,154,194
Non-compete, 2 & 3 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	931,000	931,000	291,000
Accumulated Amortization	(507,083)	(394,583)	(97,500)
Net Carrying Amount	423,917	536,417	193,500
Marketing & Non-compete, 5 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	800,263	800,263	800,000
Accumulated Amortization	(719,983)	(679,980)	(520,000)
Net Carrying Amount	80,280	120,283	280,000
Trademarks, 7 years [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	7,148,000	7,148,000	2,870,000
Accumulated Amortization	(1,226,311)	(993,806)	(307,500)
Net Carrying Amount	$ 5,921,689	$ 6,154,194	$ 2,562,500

Property and Equipment (Details

Property and Equipment (Details) - Schedule of property and equipment - DIGERATI TECHNOLOGIES, INC [Member] - USD ($) $ in Thousands	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Property, Plant and Equipment [Line Items]
Telecom equipment & software	$ 2,878	$ 1,345
Less: accumulated depreciation	(1,231)	(816)
Net–property and equipment	$ 1,647	$ 529
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful lives	1 year
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful lives	7 years

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of effective tax rate for Digerati is reconciled to statutory rates - DIGERATI TECHNOLOGIES, INC [Member]	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Income Taxes (Details) - Schedule of effective tax rate for Digerati is reconciled to statutory rates [Line Items]
Expected Federal benefit (provision), at statutory rate	21%	21%
Change in valuation allowance	(21.00%)	(21.00%)
Deferred tax assets	0%	0%

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of deferred tax assets - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Income Taxes (Details) - Schedule of deferred tax assets [Line Items]
Net operating loss carryover	$ 5,534,915	$ 3,242,773
Valuation allowance	(5,534,915)	(3,242,773)
Total deferred tax asset, net

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details) - Schedule of fair market value of all options issued Black-Scholes option pricing model - DIGERATI TECHNOLOGIES, INC [Member] - Black-Scholes option [Member]	12 Months Ended
	Jul. 31, 2022
Stock-Based Compensation (Details) - Schedule of fair market value of all options issued Black-Scholes option pricing model [Line Items]
Expected dividend yield	0%
Minimum [Member]
Stock-Based Compensation (Details) - Schedule of fair market value of all options issued Black-Scholes option pricing model [Line Items]
Expected stock price volatility	197.71%
Risk-free interest rate	0.22%
Expected term	2 years
Maximum [Member]
Stock-Based Compensation (Details) - Schedule of fair market value of all options issued Black-Scholes option pricing model [Line Items]
Expected stock price volatility	198.82%
Risk-free interest rate	0.34%
Expected term	3 years

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details) - Schedule of stock options - DIGERATI TECHNOLOGIES, INC [Member] - Stock options [Member] - $ / shares	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Stock-Based Compensation (Details) - Schedule of stock options [Line Items]
Options Outstanding Beginning Balance		5,000,000
Weighted-average exercise price Outstanding Beginning Balance (in Dollars per share)	$ 0.17	$ 0.27
Weighted-average remaining contractual term (years) Outstanding Beginning Balance		2 years 7 months 28 days
Options, Granted		4,230,000
Weighted-average exercise price, Granted (in Dollars per share)		$ 0.05
Weighted-average remaining contractual term (years), Granted		4 years 4 months 20 days
Options, Exercisable	7,551,179
Weighted average exercise price, Exercisable (in Dollars per share)	$ 0.2
Weighted average remaining contractual term (years), Exercisable	2 years 1 month 9 days
Options, Exercised
Weighted-average exercise price, Exercised
Weighted-average remaining contractual term (years), Exercised
Options, Forfeited and cancelled	(100,000)
Weighted average exercise price, Forfeited and cancelled (in Dollars per share)	$ 0.25
Weighted average remaining contractual term (years) Forfeited and cancelled
Options, Outstanding Ending Balance	9,130,000	9,230,000
Weighted-average exercise price, Outstanding Ending Balance (in Dollars per share)	$ 0.17	$ 0.17
Weighted-average remaining contractual term (years), Outstanding Ending Balance	2 years 4 months 20 days	2 years 11 months 4 days

Warrants (Details) - Schedul_2

Warrants (Details) - Schedule of warrants - DIGERATI TECHNOLOGIES, INC [Member] - $ / shares	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022	Jul. 31, 2021
Warrants (Details) - Schedule of warrants [Line Items]
Warrants, Outstanding, Beginning	108,841,179	109,506,179	2,540,000
Weighted-average exercise price, Outstanding, Beginning	$ 0.01	$ 0.01	$ 0.33
Weighted-average remaining contractual term (years), Beginning			1 year 7 months 9 days
Warrants, Granted			107,701,179
Weighted average exercise price, Granted			$ 0.01
Weighted Average Remaining Contractual Term (Years), Granted			9 years 6 months
Warrants, Exercised			(330,000)
Weighted average exercise price, Exercised	$ 0.13		$ 0.1
Weighted Average Remaining Contractual Term (Years), Exercised
Warrants, Expired		(665,000)	(405,000)
Weighted average exercise price, Expired		$ 0.18	$ 0.5
Weighted Average Remaining Contractual Term (Years), Expired
Warrants, Outstanding, Ending		108,841,179	109,506,179
Weighted average exercise price, Outstanding, Ending		$ 0.01	$ 0.01
Weighted Average Remaining Contractual Term (Years), Outstanding, Ending	8 years 2 months 15 days	8 years 2 months 15 days	9 years 2 months 1 day
Warrants, Exercisable	81,325,562	81,615,885
Weighted average exercise price, Exercisable	$ 0.01	$ 0.01
Weighted Average Remaining Contractual Term (Years), Exercisable		8 years 2 months 19 days

Non-Standardized Profit-Shari_2

Non-Standardized Profit-Sharing Plan (Details) - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Non-Standardized Profit-Sharing Plan (Details) [Line Items]
Non-standardized profit sharing plan, description	Under the plan our employees qualify to participate in the plan after one year of employment. Contributions under the plan are based on 25% of the annual base salary of each eligible employee up to $54,000 per year. Contributions under the plan are fully vested upon funding.
Common shares issued	0	7,608,820
Recognized stock-based compensation expense	$ 0	$ 247,287

Significant Customers (Details)

Significant Customers (Details) - DIGERATI TECHNOLOGIES, INC [Member] - Other Customer [Member]	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Significant Customers (Details) [Line Items]
Derive revenues	10%	10%
Outstanding accounts receivable percentage	10%	10%

Convertible Notes Payable (De_3

Convertible Notes Payable (Details) - Schedule of convertible notes payable - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	$ 3,844,500	$ 665,000
Total convertible notes payable - derivative	723,235	723,235
Total convertible notes payable derivative and non-derivative	4,567,735	1,388,235
Less: debt discount	(119,764)	(339,654)
Total convertible notes payable, net of discount	4,447,971	1,048,581
Less: current portion of convertible notes payable	(3,947,971)	(1,048,581)
Long-term portion of convertible notes payable	500,000
Convertible Notes Payable One [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	165,000	165,000
Convertible Notes Payable Two [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	275,000	250,000
Convertible Notes Payable Three [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	275,000	250,000
Convertible Notes Payable Four [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	75,000
Convertible Notes Payable Five [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	75,000
Convertible Notes Payable Six [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	150,000
Convertible Notes Payable Seven [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	2,250,000
Convertible Notes Payable Eight [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	230,000
Convertible Notes Payables Nine [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	230,000
Convertible Notes Payable Ten [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payables non-derivative:	119,500
Convertible Notes Payable Eleven [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payable - derivative	480,000	355,000
Convertible Notes Payable Twelve [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payable - derivative	80,235	80,235
Convertible Notes Payable Thirteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payable - derivative		175,000
Convertible Notes Payable Fourteen [Member]
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items]
Total convertible notes payable - derivative	$ 163,000	$ 113,000

Convertible Notes Payable (De_4

Convertible Notes Payable (Details) - Schedule of future principal payments - Convertible Notes Payable [Member] - DIGERATI TECHNOLOGIES, INC [Member]	Jul. 31, 2022 USD ($)
Convertible Notes Payable (Details) - Schedule of future principal payments [Line Items]
2023	$ 4,067,735
2024	500,000
2025 and thereafter
Total future payments	$ 4,567,735

Leases (Details) - Schedule o_4

Leases (Details) - Schedule of leased properties have a remaining lease term - DIGERATI TECHNOLOGIES, INC [Member]	3 Months Ended	12 Months Ended
	Oct. 31, 2022 USD ($) m²	Jul. 31, 2022 USD ($) m²
8023 Vantage Dr., Suite 660, San Antonio, Texas 78230 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 49,136	$ 49,136
Lease Expiration Date	Sep-27	Sep-27
Business Use	Executive offices	Executive offices
Approx. Sq. Ft. | m²	2,843	2,843
10967 Via Frontera, San Diego, CA 92127 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 369,229	$ 369,229
Lease Expiration Date	Mar-26	Mar-26
Business Use	Office space	Office space
Approx. Sq. Ft. | m²	18,541	18,541
1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 83,260	$ 83,260
Lease Expiration Date	Dec-25	Dec-25
Business Use	Office space and network facilities	Office space and network facilities
Approx. Sq. Ft. | m²	6,800	6,800
2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 106,553	$ 128,301
Lease Expiration Date	Dec-27	Dec-27
Business Use	Office space & wireless internet network	Office space & wireless internet network
Approx. Sq. Ft. | m²	4,623	4,623
7218 McNeil Dr., FL-1, Austin, TX 78729 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 21,000	$ 21,000
Lease Expiration Date	Mar-24	Mar-24
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	25	25
6606 Lyndon B. Johnson, Fwy., FL1, Suite 125, Dallas, TX 75240 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 17,040	$ 17,040
Lease Expiration Date	Dec-22	Dec-22
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	25	25
9701 S. John Young Parkway, Orlando, FL 32819 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 25,440	$ 25,440
Lease Expiration Date	May-23	May-23
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	540	540
50 NE 9th St, Miami, FL 3313 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 41,300	$ 41,300
Lease Expiration Date	May-23	May-23
Business Use	Network facilities	Network facilities
Approx. Sq. Ft. | m²	25	25
350 NW 215 St., Miami Gardens, FL 33169 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 29,254	$ 29,254
Lease Expiration Date	May-23	May-23
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
8333 NW 53rd St, Doral, FL 33166 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 14,021	$ 14,021
Lease Expiration Date	Jul-25	Jul-25
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
100 SE 2nd Street, Miami, FL 33131 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 36,466	$ 36,466
Lease Expiration Date	Jan-24	Jan-24
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
9055 SW 73rd Ct, Miami, FL 33156 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 8,787	$ 8,787
Lease Expiration Date	Dec-23	Dec-23
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100
9517 Fontainebleau Blvd., Miami, FL 33172 [Member]
Leases (Details) - Schedule of leased properties have a remaining lease term [Line Items]
Annual Rent | $	$ 11,907	$ 11,907
Lease Expiration Date	Aug-24	Aug-24
Business Use	Wireless internet network	Wireless internet network
Approx. Sq. Ft. | m²	100	100

Leases (Details) - Schedule o_5

Leases (Details) - Schedule of operating leases - Leases Topic 842 [Member] - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	3 Months Ended	12 Months Ended
	Oct. 31, 2022	Jul. 31, 2022
Leases (Details) - Schedule of operating leases [Line Items]
ROU Asset	$ 2,436,035,000	$ 934,260,000
Amortization	(259,784)	(524,688,000)
Addition - Asset		2,026,463,000
ROU Asset		2,436,035,000
Lease Liability	2,584,865	934,260,000
Amortization	(266,333)	(530,047,000)
Addition - Liability		2,180,652,000
Lease Liability		2,584,865,000
Lease Liability	651,191	796,714,000
Lease Liability	1,667,341	1,788,151,000
Lease Liability	2,318,532	2,584,865,000
Operating lease cost	200,392	720,383,000
Cash paid for amounts included in the measurement of lease labilities
Operating cashflow from operating leases	$ 200,392	$ 720,383,000
Weighted-average remain lease term-operating lease	3 years 9 months 18 days	4 years 2 months 12 days
Weighted-average discount rate	5%	5%

Leases (Details) - Schedule o_6

Leases (Details) - Schedule of future minimum lease payment operating leases	Jul. 31, 2022 USD ($)
Schedule Of Future Minimum Lease Payment Operating Leases Abstract
2023	$ 777,464
2024	650,734
2025	603,439
2026	431,377
2027	176,771
Total:	$ 2,639,785

Equipment Financing (Details)_2

Equipment Financing (Details) - Schedule of future payments under the equipment financing agreements - DIGERATI TECHNOLOGIES, INC [Member]	12 Months Ended
	Jul. 31, 2022 USD ($)
Equipment Financing (Details) - Schedule of future payments under the equipment financing agreements [Line Items]
2023	$ 21,566
2024	21,835
2025	21,835
2026	1,820
Total future payments:	67,056
Less: amounts representing interest	4,793
Present value of net minimum equipment financing payments	62,263
Less current maturities	20,638
Long-term equipment financing obligation	41,625
Lease cost:
Amortization of ROU assets	19,920
Interest on lease liabilities	2,599
Operating cashflow from equipment financing:	2,599
Financing cashflow from equipment financing:	$ 19,920
Weighted-average remaining lease term - equipment financing:	3 years 1 month 6 days
Weighted-average discount rate	5%

Business Acquisitions (Details)

Business Acquisitions (Details) - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jul. 31, 2022	Jun. 30, 2022	Oct. 31, 2022	Feb. 04, 2022	Jul. 31, 2021
Business Acquisitions (Details) [Line Items]
Aggregate purchase price		$ 5,800,000
Net purchase price		5,700,000
Net working capital		2,360,000
Cash payment		4,100,000
Restricted shares payment		1,000,000
Acquisition payable		1,000,000
Company incurred costs		$ 276,000
Lease payment	$ 4,027		$ 3,909
Equity purchase agreement, description		The aggregate purchase price was $13.042 million consisting of: (i) $8.9 million in cash which includes payoff of certain indebtedness held at closing by Next Level and certain transaction expenses; (ii) unsecured promissory notes in the aggregate principal amount of $2 million issued by T3 to the Sellers (the “Unsecured Notes”) with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on June 15, 2022 through and including March 16, 2024. With a base annual interest rate of 0% and a default annual interest rate of 18%. The amount owed is subject to change based on certain revenue milestones needing to be met by NLI; and (iii) unsecured convertible promissory notes (the “Convertible Notes”) in the aggregate principal amount of $2 million issued by T3 to the Sellers with such notes payable in eight equal quarterly installments in the aggregate amount of $250,000 each starting on July 31, 2022 through and including January 31, 2024 with a base annual interest rate of 0% and a default annual interest rate of 18%.
Additional payment		$ 500,000
Cash to the sellers		1,509		$ 1,048	$ 8,690,000	$ 1,489
Skynet Asset Purchase Agreement [Member]
Business Acquisitions (Details) [Line Items]
Net working capital		4,100,000
Next Level Internet Equity Purchase Agreement [Member]
Business Acquisitions (Details) [Line Items]
Net working capital		2,160,000
Company incurred costs		845,000
Lease payment		30,222
Skynet [Member]
Business Acquisitions (Details) [Line Items]
Aggregate purchase price		5,700,000
Next Level Internet [Member]
Business Acquisitions (Details) [Line Items]
Aggregate purchase price		13,042,000
Earn-out [Member]
Business Acquisitions (Details) [Line Items]
Additional purchase		600,000
Holdback [Member]
Business Acquisitions (Details) [Line Items]
Additional purchase		$ 100,000

Business Acquisitions (Detail_2

Business Acquisitions (Details) - Schedule of breakdown intangible assets $ in Thousands	Jul. 31, 2022 USD ($)
Business Acquisitions (Details) - Schedule of breakdown intangible assets [Line Items]
Cash	$ 171
Accounts receivable, net	567
Current Assets	113
Intangible assets and Goodwill	24,823
Property and Equipment, net	2,565
Total other current assets	66
Total identifiable assets	28,305
Less: Liabilities assumed	9,563
Total Purchase price, net	18,742
Skynet [Member]
Business Acquisitions (Details) - Schedule of breakdown intangible assets [Line Items]
Cash
Accounts receivable, net	98
Current Assets	44
Intangible assets and Goodwill	5,744
Property and Equipment, net	16
Total other current assets	50
Total identifiable assets	5,952
Less: Liabilities assumed	252
Total Purchase price, net	5,700
Next Level Internet [Member]
Business Acquisitions (Details) - Schedule of breakdown intangible assets [Line Items]
Cash	171
Accounts receivable, net	469
Current Assets	69
Intangible assets and Goodwill	19,079
Property and Equipment, net	2,549
Total other current assets	16
Total identifiable assets	22,353
Less: Liabilities assumed	9,311
Total Purchase price, net	$ 13,042

Business Acquisitions (Detail_3

Business Acquisitions (Details) - Schedule of cost of intangible assets $ in Thousands	12 Months Ended
	Mar. 31, 2008 USD ($)
Trade Names and Trademarks [Member] | Minimum [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Useful life (years)	7 years
Trade Names and Trademarks [Member] | Maximum [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Useful life (years)	10 years
Customer Relationships [Member] | Minimum [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Useful life (years)	7 years
Customer Relationships [Member] | Maximum [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Useful life (years)	10 years
Non-Compete Agreement [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Useful life (years)	2 years
Goodwill [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Useful life (years)
Skynet [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	$ 5,744
Skynet [Member] | Trade Names and Trademarks [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	820
Skynet [Member] | Customer Relationships [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	2,228
Skynet [Member] | Non-Compete Agreement [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	170
Skynet [Member] | Goodwill [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	2,526
Next Level Internet [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	19,079
Next Level Internet [Member] | Trade Names and Trademarks [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	2,050
Next Level Internet [Member] | Customer Relationships [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	3,337
Next Level Internet [Member] | Non-Compete Agreement [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	470
Next Level Internet [Member] | Goodwill [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	13,222
Cost of Intangible Assets [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	24,823
Cost of Intangible Assets [Member] | Trade Names and Trademarks [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	2,870
Cost of Intangible Assets [Member] | Customer Relationships [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	5,565
Cost of Intangible Assets [Member] | Non-Compete Agreement [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	640
Cost of Intangible Assets [Member] | Goodwill [Member]
Business Acquisitions (Details) - Schedule of cost of intangible assets [Line Items]
Total intangible assets	$ 15,748

Business Acquisitions (Detail_4

Business Acquisitions (Details) - Schedule of proforma results of operations in acquisition - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Jul. 31, 2022
Reported [Member]
Business Acquisitions (Details) - Schedule of proforma results of operations in acquisition [Line Items]
Revenue	$ 12,416	$ 24,154
Income (loss) from operations	(2,398)	(3,676)
Net income (loss)	$ (16,703)	$ (8,032)
Earnings (loss) per common share-Basic (in Dollars per share)	$ (0.13)	$ (0.05)
Pro-forma [Member]
Business Acquisitions (Details) - Schedule of proforma results of operations in acquisition [Line Items]
Revenue	$ 28,747	$ 33,028
Income (loss) from operations	(2,062)	(3,070)
Net income (loss)	$ (16,121)	$ (7,441)
Earnings (loss) per common share-Basic (in Dollars per share)	$ (0.12)	$ (0.05)

Business Acquisitions (Detail_5

Business Acquisitions (Details) - Schedule of proforma results of operations in acquisition (Parentheticals) - $ / shares	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Jul. 31, 2022
Reported [Member]
Business Acquisitions (Details) - Schedule of proforma results of operations in acquisition (Parentheticals) [Line Items]
Earnings (loss) per common share-Diluted	$ (0.13)	$ (0.05)
Pro-forma [Member]
Business Acquisitions (Details) - Schedule of proforma results of operations in acquisition (Parentheticals) [Line Items]
Earnings (loss) per common share-Diluted	$ (0.12)	$ (0.05)

Preferred Stock (Details)

Preferred Stock (Details) - DIGERATI TECHNOLOGIES, INC [Member] - USD ($)	1 Months Ended				12 Months Ended
	Mar. 31, 2021	Feb. 25, 2021	Nov. 17, 2020	Apr. 30, 2020	Jul. 31, 2022	Oct. 31, 2022	Dec. 31, 2021	Jul. 31, 2021	Jul. 31, 2020	Mar. 31, 2019
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized					50,000,000	50,000,000		50,000,000
Dividend (in Dollars)					$ 19,000
Accumulated dividend (in Dollars)					$ 55,934
Conversion price per share (in Dollars per share)					$ 0.3
Series A Convertible Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized										1,500,000
Preferred stock par value (in Dollars per share)										$ 0.001
Stated value (in Dollars per share)										$ (1)
Annual rate										8%
Preferred stock, shares outstanding					225,000
Series A Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares outstanding					225,000	200,000		225,000
Conversion price per share (in Dollars per share)					$ 0.3
Preferred stock, shares issued					225,000	200,000		225,000
Series B Convertible Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized				1,000,000
Preferred stock par value (in Dollars per share)				$ 0.001
Stated value (in Dollars per share)				$ (1)
Preferred stock, shares outstanding					425,442		425,442
Preferred stock, shares issued	17,965			407,477
Settlement of debt (in Dollars)	$ 16,000			$ 370,000
Accrued interest (in Dollars)	$ 1,965			$ 37,477
Mandatory conversion, description					Upon (i) an up-listing of the Corporation’s Common Stock to Nasdaq or a US national securities exchange, (ii) an underwriting involving the sale of $5,000,000 or more of the Corporation’s Common Stock or Common Stock Equivalents (a “Material Underwriting”), (iii) the Corporation ceases to be a public corporation as the result of a going private transaction, (iv) the Corporation, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions (including a transaction involving the Corporation’s spin-off of its operating subsidiary, T3 Communications, Inc.), (v) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (vi) the Corporation, directly or indirectly, in one or more related transactions, effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (vii) the Corporation, directly or indirectly, in one or more related transactions, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person, other than an officer or director of the Company, whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), all shares of Series B Convertible Preferred Stock shall be automatically converted, without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, into the number of fully paid and nonassessable shares of Common Stock in an amount equal, following conversion, to 18% of the Corporation’s issued and outstanding shares of Common Stock.
Series C Convertible Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized									1,000,000
Preferred stock par value (in Dollars per share)									$ 0.001
Stated value (in Dollars per share)									$ (10)
Preferred stock, shares outstanding					55,400		55,400
Board of directors, description		On February 25, 2021, Digerati’s Board of Directors approved the issuance of the following shares of Series C Convertible Preferred Stock to officers:    ● Arthur L. Smith - 28,928 shares of Series C Convertible Preferred Stock     ● Antonio Estrada - 19,399 shares of Series C Convertible Preferred Stock     ● Craig Clement - 7,073 shares of Series C Convertible Preferred Stock
Accrued amount (in Dollars)					$ 554,000
Automatic conversion					Upon (i) an up-listing of the Corporation’s Common Stock to Nasdaq or a US national securities exchange, (ii) a financing or offering involving the sale of $5,000,000 or more of the Corporation’s Common Stock or Common Stock Equivalents (a “Material Financing”), (iii) the Corporation ceases to be a public corporation as the result of a going private transaction, (iv) the Corporation, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions (including a transaction involving the Corporation’s spin-off of its Nevada subsidiary, T3 Communications, Inc.), (v) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (vi) the Corporation, directly or indirectly, in one or more related transactions, effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (vii) the Corporation, directly or indirectly, in one or more related transactions, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person, other than an officer or director of the Company, whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), all issued shares of Series C Convertible Preferred Stock shall be automatically converted, without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent, into the number of fully paid and nonassessable shares of Common Stock in an amount equal, following conversion, to 22% of the Corporation’s issued and outstanding shares of Common Stock.
Series F Preferred Stock [Member]
Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized									100
Preferred stock par value (in Dollars per share)									$ 0.001
Stated value (in Dollars per share)									$ (0.01)
Preferred stock, shares outstanding					100	100		100
Preferred stock, shares issued					100	100		100
Description of voting rights			On November 17, 2020, Digerati’s Board of Directors approved the issuance of the following shares of Series F Super Voting Preferred Stock to officers:    ● Arthur L. Smith - 34 shares of Series F Super Voting Preferred Stock     ● Antonio Estrada - 33 shares of Series F Super Voting Preferred Stock     ● Craig Clement - 33 shares of Series F Super Voting Preferred Stock