Cover
Cover - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Dec. 19, 2019 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Jul. 31, 2019 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 333-119848 | |
Entity Registrant Name | Cannagistics Inc. | |
Entity Central Index Key | 0001304741 | |
Entity Incorporation, State or Country Code | NV | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 1,000,000 | |
Entity Common Stock, Shares Outstanding | 93,118,077 |
Balance Sheets
Balance Sheets - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 630 | $ 14,238 |
Accounts and other receivables | 498,766 | 561,546 |
Prepaid expenses | 16,515 | 11,154 |
Related party receivables | 1,057,683 | 1,209,000 |
Allowance for bad debt | 1,055,783 | 0 |
TOTAL CURRENT ASSETS | 517,811 | 1,795,938 |
EQUIPMENT AND IMPROVEMENTS | 54,296 | 45,130 |
Restricted cash | 152,181 | 0 |
Security deposits | (3,634) | (36,711) |
TOTAL OTHER ASSETS | 155,815 | 36,711 |
TOTAL ASSETS | 727,922 | 1,877,779 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 893,957 | 830,079 |
Note payable - line of credit | 258,708 | 264,935 |
Promissory notes | 165,000 | 40,350 |
Convertible notes payable | 2,145,041 | 1,034,000 |
Related party payables | 365,945 | 406,274 |
TOTAL CURRENT LIABILITIES | 3,828,651 | 2,575,638 |
LONG-TERM LIABILITIES | ||
Promissory notes | 0 | 175,000 |
TOTAL LONG-TERM LIABILITIES | 0 | 175,000 |
TOTAL LIABILITIES | 3,828,651 | 2,750,638 |
STOCKHOLDERS' (DEFICIT) EQUITY: | ||
Preferred Stock; $0.001 par value; 20,000,000 shares authorized, 8,000,000 and 1,000,000 shares issued and outstanding as of July 31, 2019 and 2018 | 8,000 | 1,000 |
Common stock; $0.001 par value; 250,000,000 shares authorized; 93,118,077 and 14,355,645 outstanding as of July 31, 2019 and 2018, respectively | 93,029 | 14,267 |
Additional paid-in capital | 2,613,690 | 1,270,568 |
Treasury stock | (45,000) | (45,000) |
Accumulated deficit | (5,770,449) | (2,113,694) |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (3,100,729) | (872,859) |
TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY | $ 727,922 | $ 1,877,779 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2019 | Jul. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 93,118,077 | 14,355,645 |
Common stock, shares outstanding | 93,118,077 | 14,355,645 |
Preferred Stock, par value | $ .001 | $ 0.001 |
Preferred Stock, Shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock, shares issued | 0 | 1,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 2,329,899 | $ 2,220,755 |
Cost of revenue | 2,150,398 | 2,040,280 |
Gross profit | 179,501 | 180,475 |
Operating expenses | ||
General and administrative expenses | 285,185 | 255,187 |
Bad debt | 1,055,783 | |
Wages and benefits | 493,045 | 196,776 |
Rent | 37,699 | 18,426 |
Consulting | 77,920 | 26,535 |
Professional fees | 344,267 | 369,551 |
Total operating expenses | 2,293,899 | 866,475 |
Loss from operations | (2,114,398) | (686,000) |
Interest Income | 88,471 | 45,893 |
Interest expense | (253,206) | (74,667) |
Gain on sale of assets | 4,588 | |
Loss on conversion of debt | (1,289,594) | 862,499 |
Loss on conversion of stock | 99,000 | |
Loss on issuance of stock | (8,000) | (238,816) |
Total other expense | (1,561,459) | (1,125,501) |
Net loss | (3,675,857) | (1,811,501) |
Net loss Attributable to Company | $ 3,675,857 | $ 1,811,501 |
Net loss per common share: basic and diluted | $ (0.14) | $ (0.13) |
Basic and diluted weighted average common shares outstanding | 26,008,484 | 14,355,645 |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Preferred Stock C | Preferred Stock D | Additional Paid-In Capital | Treasury Stock | Noncontrolling Interest | Accumulated Deficit | Total |
Beginning balance, shares at Jul. 31, 2017 | 12,565,645 | |||||||
Beginning balance, amount at Jul. 31, 2017 | $ 12,566 | $ 78,391,183 | $ (45,000) | $ (20,932) | $ (79,507,419) | $ (1,169,602) | ||
Shares issued to settle convertible debt, shares | 1,540,000 | |||||||
Shares issued to settle convertible debt, amount | $ 1,540 | 946,340 | 947,880 | |||||
Shares issued for cash, shares | 250,000 | 1,000,000 | ||||||
Shares issued for cash, amount | $ 250 | $ 1,000 | 249,750 | 251,000 | ||||
Acquisition adjustment to equity | ||||||||
Acquisition adjustment to equity | (78,316,705) | 20,932 | 79,507,419 | 1,211,646 | ||||
Merger adjustments | (89) | (329,918) | (330,007) | |||||
Foreign currency adjustment | 27,725 | 27,725 | ||||||
Net loss | (1,811,501) | (1,811,501) | ||||||
Ending balance, shares at Jul. 31, 2018 | 14,355,645 | 1,000,000 | ||||||
Ending balance, amount at Jul. 31, 2018 | $ 14,267 | $ 1,000 | 1,270,568 | (45,000) | (2,113,694) | $ (872,859) | ||
Shares issued to settle convertible debt, shares | 6,261,778 | |||||||
Shares issued to settle convertible debt, amount | $ 6,262 | 25,898 | $ 32,160 | |||||
Shares issued for cash, shares | 8,000,000 | |||||||
Shares issued for cash, amount | $ 8,000 | 8,000 | ||||||
Shares issued to convert preferred to common, shares | 72,500,000 | (1,000,000) | ||||||
Shares issued to convert preferred to common, value | $ 72,500 | $ (1,000) | 27,500 | 99,000 | ||||
Acquisition adjustment to equity | 654 | |||||||
Acquisition adjustment to equity | $ 1 | 1 | ||||||
Merger adjustments | ||||||||
Foreign currency adjustment | 19,102 | 19,102 | ||||||
Conversion of debt | 1,289,724 | 1,289,724 | ||||||
Net loss | (3,675,857) | (3,675,857) | ||||||
Ending balance, shares at Jul. 31, 2019 | 93,118,077 | 8,000,000 | ||||||
Ending balance, amount at Jul. 31, 2019 | $ 93,029 | $ 8,000 | $ 2,613,690 | $ (45,000) | $ (5,770,449) | $ (3,100,729) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,675,857) | $ (1,811,501) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gain on sale of assets | (4,588) | |
Gain/(loss) on conversion of debt | 1,289,594 | (862,499) |
Loss on conversion of stock | (99,000) | |
Loss on issuance of stock | 8,000 | 238,816 |
Foreign currency adjustment | 19,102 | (27,725) |
Depreciation expense | 8,806 | 15,802 |
Bad debt | 1,055,783 | |
Asset merger adjustment | (330,007) | |
Changes in assets and liabilities | ||
Accounts receivable | 62,780 | 537,139 |
Inventory | 203,000 | |
Prepaid expense | (5,361) | (11,154) |
Accounts payable and accrued expenses | 63,878 | 581,671 |
Net cash used in operating activities | (1,064,274) | (160,312) |
Proceeds from sale of assets | 8,462 | |
Purchase of equipment | 17,972 | 20,492 |
Increase in restricted cash | (152,181) | |
(Increase) decrease in security deposits | 33,077 | (36,711) |
Net cash used in investing activities | (137,076) | (48,741) |
Cash Flows from Financing Activities | ||
Proceeds from the sale of common stock | 1,701 | |
Proceeds from the sale of preferred stock | 1,000 | |
Proceeds from the line of credit | 264,935 | |
Proceeds from promissory notes | 6,100 | 198,900 |
Proceeds from convertible notes | 1,116,881 | 1,024,552 |
Proceeds from additional paid in capital | 249,750 | |
Payments on line of credit | 6,227 | |
Payments on promissory notes | 40,000 | |
Payments on notes payable related party | 151,317 | 319,544 |
Advances to/from related parties | 40,329 | 1,209,000 |
Net cash provided by (used in) financing activities | 1,187,742 | 212,294 |
Net increase in cash | (13,608) | 3,241 |
Cash, beginning of period | 14,238 | 10,997 |
Cash, end of period | 630 | 14,238 |
Cash paid for interest | 52,322 | 74,667 |
Cash paid for tax | ||
Non-cash investing and financing transactions | ||
Acquisition adjustment to equity | $ 1,211,646 | |
Shares issued to settle convertible debt |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Jul. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization | Organization and Description of Business Cannagistics, Inc. (Formerly FIGO Ventures, Inc.) (‘The Company’) was incorporated under the laws of the State of Nevada on May 26, 2004. The Company was an Exploration Stage Company with the principle business being the acquisition and exploration of resource properties. The Company had allowed its charter with the state of Nevada to be revoked by the Secretary of State for failure to file the required annual lists and pay the required annual fees. Its last known officers and directors reflected in the records of the Secretary of State were unresponsive or stated they were no longer involved with the Company. The purported replacement officers and directors were unresponsive. On September 14, 2012, NPNC Management, LLC filed a petition in the Eighth Judicial District Court in Clark County, Nevada and was appointed custodian of the Company on October 15, 2012. In order to obtain basic operating capital to pay for the reinstatement of the Company’s good standing with the Nevada Secretary of State, to bring the Company’s account current with creditors essential for the reorganization of the Company, such as the transfer agent, and for basic general corporate purposes, on October 24, 2012, the interim board authorized the sale of 55,000,000 (2,200,000 split adjusted) shares of common stock for $6,000 to NPNC Management, LLC, in a private placement transaction exempt from the Securities Act of 1933, as amended, pursuant to section 4(2) thereof and the rules and regulations promulgated there under. On October 24, 2012, NPNC Management, LLC appointed Bryan Clark as director of the Company, to hold office until such time as the shareholders elected a board. The interim board, consisting of Mr. Clark, further acted to appoint Mr. Clark as president, treasurer, and secretary of the Company, to act on behalf of the Company, and to hold such offices until removed by any subsequent board elected by the shareholders. On November 13, 2013, Bryan Clark tendered his resignation from all positions as an Officer and Director of the Company and the Board appointed Anna Wlodarkiewicz as a Director, President, Secretary and Treasurer of the Company. On October 9, 2014, Ania Wlodarkiewicz tendered her resignation from all positions as an Officer and Director of the Company and the Board appointed Nataliya Hearn as a Director, President, Secretary and Treasurer of the Company. On March 28, 2016, Nataliya Hearn resigned as the Company’s Chief Executive Officer and Director. Mr. Kashif Khan is the Company’s sole officer and director. The Company then completed an asset purchase agreement dated August 10, 2015 where the Company acquired from Kashif Khan, its sole officer and director, colored diamonds with a wholesale value of US$4 Million, which he was in control of, in exchange for issuing three secured demand convertible promissory notes totaling US$4 Million. On March 1, 2017, the Company then entered into a joint venture agreement with Eddeb Management (“Eddeb”). The purpose of the joint venture is to build a fund for the purpose of trading in precious gems, notably, colored diamonds. On November 16, 2017, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with American Freight Xchange, Inc., a privately held New York corporation (“American Freight”), and Shipzooka Acquisition Corp. (“Shipzooka Sub”), a newly formed wholly-owned Nevada subsidiary of Precious Investments, Inc. In connection with the closing of this merger transaction, Shipzooka Sub merged with and into American Freight (the “Merger”) on December 5, 2017, with the filing of Articles of Merger with the Nevada Secretary of State and Certificate of Merger with the New York Division of Corporations. The transaction resulted in the Company acquiring Subsidiary by the exchange of all of the outstanding shares of Subsidiary for 1,000,000 newly issued Series C Preferred shares of stock, $0.001 par value (the “Preferred Stock”) of Parent which have conversion and voting rights of 72.5 votes for each share, representing approximately 90.2% of the voting rights For accounting purposes, the transaction was treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of American Freight Xchange, Inc. exclusive of Precious Investments, Inc since all predecessor operations were discontinued. As part of the transaction, amounts due to former officers were forgiven, with the balances recorded as Contributed Capital. For equity purposes, accumulated deficit shown are those American Freight Xchange, Inc. Shipzooka Acquisition Corp. is a dormant corporation. The Company is both a less-than-truckload (“LTL”) and a Third-Party Logistics (“3PL”) carrier, providing regional, inter-regional and national LTL and or 3PL services. These include arranging for ground and air expedited transportation and consumer household pickup and delivery (“P&D”), through a single integrated organization. In addition to our core LTL services, we offer a range of value-added services which cover different areas, such as, truckload brokerage, supply chain consulting and warehousing and pick and ship services. On July 23, 2018 the Company amended the name of its subsidiary, KRG Logistics, Inc., to Global3pl, Inc. (an Ontario corporation). On September 4, 2018 the Company incorporated Cannagistics, Inc., in the province of Ontario, Canada. This is intended to be a new line of business for the Company but is dormant at this time. On April 17, 2019, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly owned subsidiary, Cannagistics, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our name to “Cannagistics, Inc.” and our Articles of Incorporation have been amended to reflect this name change. On September 26, 2019, the Board of Directors approved the registered spinout of its Global3pl, Inc., (a New York corporation) (“Global3pl”) subsidiary. Global3pl is to be a logistics technology provider, along with the American Freight Xchange and UrtbanX Platforms that have been under development by the Company. The Board of Directors also declared a stock dividend for all shareholders, with a record date of October 10, 2019. For every 50 shares of common stock of the Company, all shareholders of record on the record date will receive one share of common stock in Global3pl. Global3pl will also file a registration statement as part of its raise of capital to complete the development of American Freight Xchange, a North American freight broker-driven 3pl network to handle the management of long haul LTL (less than truckload), and specialty freight (white glove) services and Urbanx, a North American network of rush-messenger local trucking services for forward and reverse last mile delivery (including white glove service). On September 18, 2019, the Company announced, with a press release, the signing of a Letter of Intent (the “LOI”) with Unified Cannabis of Calgary, Canada (“Unified”) whereby Unified will merge qualified assets into the Company in an all-stock transaction. The Company will then raise the capital necessary to effectuate the merger of the assets and acquisition targets of Unified and for the explosive organic growth strategy of Cannagistics and Unified, combined, thus creating the first CBD/Hemp/Cannabis International Vertically Optimized Company (CIVOC). Effective October 1, 2019, the Company suspended operations of its subsidiary Global3pl, Inc., (an Ontario corporation, formerly known as KRG Logistics, Inc.), suspended future operations related to the operations in Mississauga, Ontario. It is in the process of collecting accounts receivables still due and working on a plan to pay its payables. It has entered into an agreement with 10451029 Canada Inc., d/b/a Reliable Logistics, for the assignment and of the assets of Global3pl, Inc., (an Ontario Corporation). The transaction has not yet completed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principals | Principles of consolidation The consolidated financial statements include the accounts of Cannagistics, Inc. and its wholly owned subsidiaries American Freight Xchange, Inc and Global3pl, Inc. (Ontario), formerly known as KRG Logistics, Inc. All significant inter-company transactions and balances have been eliminated. Basis of Presentation We have summarized our most significant accounting policies for the fiscal period ended July 31, 2019. Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of July 31, 2019, and 2018 the allowance for doubtful accounts was $0 and $0, respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company reviews the terms of convertible loans, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants to employees and non-employees in connection with consulting or other services. These options or warrants may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received an immediate charge to income is recognized in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated rate of interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. 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 could be required within twelve months of the balance sheet date. Fair value of financial instruments The Company’s financial instruments consist of its liabilities. The carrying amount of payables and the loan payable – related party approximate fair value because of the short-term nature of these items. The promissory notes, and convertible notes payables are measured at amortized cost using the effective interest method, which approximates fair value due to the relationship between the interest rate on long-term debt and the Company’s incremental risk adjusted borrowing rate. Inventories The Company does not hold any inventory as assets. All inventory in operations is owned by the shipper. Revenue Recognition The Company recognizes revenue related to transaction from its third-party logistics sales when (i) the seller’s price is substantially fixed, (ii) shipment has occurred causing the buyer to be obligated to pay for product, (iii) the buyer has economic substance apart from the seller, and (iv) there is no significant obligation for future performance to directly bring about the resale of the product by the buyer as required by ASC 605 – Revenue Recognition. Cost of sales, rebates In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-09 was effective for annual reporting periods beginning after December 15,2017. We adopted ASU 2014-09 effective August 1, 2018. ASU 2014-09 has not had a significant effect on the Company’s financial position and results of operations. FASB ASC Topic 830, Foreign Currency Matters (formerly FASB Statement No. 52, Foreign Currency Translation) provides accounting guidance for transactions denominated in a foreign currency, and for operations undertaken in a foreign currency environment. To prepare consolidated financial statements, an entity translates all functional currency financial statements into a single reporting currency. The same applies if an entity uses different currencies for reporting purposes and for its functional currency. The company reports its currency in US dollars. |
Going Concern
Going Concern | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Management does not expect existing cash as of July 31, 2019 to be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these December 31, 2019 financial statements. These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2019, the Company has incurred losses totaling $4,714,166 since inception, has not yet generated material revenue from operations, and will require additional funds to maintain its operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the consolidated financial statements are issued. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through its existing financial resources and we may also raise additional capital through equity offerings, debt financings, collaborations and/or licensing arrangements. If adequate funds are not available on acceptable terms, we may be required to delay, reduce the scope of, or curtail, our operations. The accompanying consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Equipment and Improvements
Equipment and Improvements | 12 Months Ended |
Jul. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Improvements | Equipment and improvements are summarized as follows: July 31, 2019 July 31, 2019 Furniture and fixtures $ 76,930 $ 71,513 Machinery and equipment 205,900 195,813 Transportation equipment 11,185 11,293 Building improvements 4,413 4,456 298,428 283,075 Less accumulated depreciation and amortization 244,132 237,945 $ 54,296 $ 45,130 Depreciation and amortization expense: 8,806 $ 15,802 |
Promissory Notes
Promissory Notes | 12 Months Ended |
Jul. 31, 2019 | |
Debt Disclosure [Abstract] | |
Promissory Notes | Promissory notes payable as of July 31, 2019 and July 31, 2018 consisted of the following: July 31, 2019 July 31, 2018 Note payable dated January 15, 2014, matured January 15, 2015 bearing interest at 12% per annum. $ 0 $ 3,000 Note payable dated February 14, 2014 matured February 14, 2015, bearing interest at 12% per annum. 0 3,750 Note payable dated April 1, 2014 matured April 1, 2015, bearing interest at 12% per annum. 0 4,700 Note payable dated January 30, 2014, matured January 30, 2015, bearing interest at 12% per annum. 0 5,000 Note payable dated March 8, 2018, matures March 8, 2019, currently in default, bearing interest at 10% per annum. $ 30,000 $ 23,900 Note payable dated July 20, 2018 matures October 1, 2019, bearing interest at 0% per annum. 135,000 175,000 Total $ 165,000 $ 215,350 Less current portion of long-term debt 165,000 40,350 Total long-term debt $ 0 $ 175,000 Some notes have matured as of July 31, 2017 and have not been paid. They are due on demand and recorded as current liabilities. Interest expense for the year ended July 31, 2019 and 2018 was $18,644 and $4,285 respectively. |
Convertible Debt
Convertible Debt | 12 Months Ended |
Jul. 31, 2019 | |
Convertible Subordinated Debt [Abstract] | |
Convertible Debt | Convertible debt as of July 31, 2019 and July 31, 2018 consisted of the following: Description July 31, 2019 July 31, 2018 Convertible note agreement dated November 1, 2013 in the amount of $30,000 payable and due on demand bearing interest at 12% per annum. Principal and accrued interest is convertible at $.002250 per share. $ 11,0411 $ 0 Convertible note agreement dated February 20, 2018 in the amount of $1,034,000 payable and due on demand bearing interest at 10% per annum. Principal and accrued interest is convertible at $.028712 per share. $ 1,034,0000 $ 1,034,000 Convertible note agreement dated March 13, 2019 in the amount of $800,000 payable and due on March 20, 2020 bearing interest at 24% per annum. $ 800,0000 $ 0 C Convertible note agreement dated June 28, 2019 in the amount of $300,000 payable and due on June 28, 2020 bearing interest at 20% per annum. $ 300,0000 $ 0 Convertible notes, net of discount $ 2,145,041 $ 1,034,000 The Company recognized $0 of debt discount accretion expense on the above notes. Interest expense related to these notes for the year ended July 31, 2019 and 2018 was $163,668 and $19,547, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Jul. 31, 2019 | |
Debt Disclosure [Abstract] | |
Line of Credit | The Company has a line of credit with a maximum borrowing limit of $400,000, bearing an interest rate of prime plus 3.25% per annum and secured by a General Security Agreement. As of July 31, 2019, and July 31, 2018, $258,708 and $264,935 were drawn on the line of credit, respectively. Interest expense for the years ended July 31, 2019 and 2018 were $18,567 and $12,058 respectively. Beginning February 1, 2019, the Company is required to maintain a cash collateral account in the amount of $200,000 in Canadian dollars. The Company has invested in a Guaranteed Investment Certificate for a one-year term at an interest rate of .25%. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | A shareholder of the Company has paid certain expenses of the Company. These amounts are reflected as a loan payable to related party. The shareholder advanced 35,777.24 and $16,978 during the year ended July 31, 2019 and 2018. As of the July 31, 2019 and July 31, 2018, there were $365,945 and $406,274 due to related parties, a shareholder, respectively. The Company has consulting agreements with two of its shareholders to provide management and financial services that commenced on December 1, 2017. For the year ended July 31, 2019 and 2018 consulting fees paid were $169,719 and $178,860 respectively. The consulting fees are included as part of professional fees on the Company’s consolidated statements of operations. The Company on February 20, 2018 entered into a related party (that being Recommerce Group, Inc. and our President is a principal in Recommerce Group, Inc.) note receivable in the amount of $1,034,000. The Company made an additional advance in the amount of $175,000 that is non-interest bearing. The note is payable and due on demand and bears interest at the rate of 10%. A total of $153,217 has been applied as payments against this Note. Interest income in the amount of $64,695 for the year ended July 31, 2019 has been recorded in the financial statements . |
Transfer and Assignment of Asse
Transfer and Assignment of Assets | 12 Months Ended |
Jul. 31, 2019 | |
Transfers and Servicing [Abstract] | |
Transfer and Assignment of Assets | On November 16, 2017, the Company entered into an agreement of conveyance, transfer and assignment of assets (the “Agreement”) with its former officer Kashif Khan and the non-controlling owners of the Company subsidiary Flawless Funds GP (assignees), in which the Company was returned 16,000,000 shares of its common stock in consideration of all assets related to its previous colored diamond business which had a book value related to accounts receivable of $20,000. Additionally, the assignees agreed to pay up to $100,000 in liabilities on the behalf of the Company. As of July 31, 2018, the 16,000,000 shares have been returned and the Company has recorded the net consideration received of $80,000 as an increase to additional paid in capital. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | The Company is authorized to issue 250,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of Preferred stock. As of July 31, 2019, and 2018 there were 93,118,077 and 14,355,645 shares, respectively, of common stock outstanding. There were, also, 8,000,000 shares of Series D Preferred stock outstanding as of July 31, 2019 and 1,000,000 shares of Series C Preferred stock outstanding as of July 31, 2018. On November 1, 2017, we effected a one-for-four reverse stock split. All share and per share information has been retroactively adjusted to reflect the stock split. On November 7, 2017, the Company designated 1,000,000 shares of Preferred Stock as Series C Preferred stock, par value $0.001 per share (the “Series C Preferred Stock”). Each share of Series C Preferred Stock is convertible into 72.5 common shares and has voting rights based on this ratio. As of July 31, 2018, there were 1,000,000 shares of Preferred C shares issued and outstanding. On May 15, 2019, the 1,000,000 shares were converted to 72,500,000 shares of common stock. On April 29, 2019, the Company designated 10,000,000 shares of Preferred Stock as Series D Preferred stock, par value $0.001 per share (the “Series C Preferred Stock”). Each share of Series D Preferred Stock is convertible into 72.5 common shares and has voting rights based on this ratio. As of July 31, 2019, there were 8,000,000 shares of Preferred D shares issued and outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company is subject to United States federal and state income taxes at an approximate rate of 20%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: July 31, 2019 July 31, 2018 Expected income tax at statutory rate $ (735,171 ) $ (362,300) Permanent differences — — Change in valuation allowance 735,171 362,300 Provision for income taxes $ — $ — The significant components of deferred income tax assets and liabilities at July 31, 2019 and 2018 are as follows: July 31, 2019 July 31, 2018 Net operating loss carry-forward $ 2,443,167 $ 1,707,996 Valuation allowance (735,171 ) (341,599) Net deferred income tax asset $ $ — The Company has net operating losses carried forward of approximately $4 million and $2 million as of July 31, 2019 and 2018, respectively, available to offset taxable income in future years which expire beginning in fiscal 2039. As of and for the years ended July 31, 2019 and 2018, management does not believe the Company has any uncertain tax positions. Accordingly, there are no recognized tax benefits at July 31, 2019 and 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Litigations, Claims and Assessments The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Operating Leases The Company in February 2019 assumed a lease agreement for a facility site and entered into a lease agreement for office space. The facility site lease has a term of twenty-three months expiring on December 31, 2020 and the office space lease has a five-year term and begins April 1, 2019 and ends March 31, 2024. Effective October 1, 2019, the Company suspended operations of its subsidiary Global3pl, Inc., (an Ontario corporation, formerly known as KRG Logistics, Inc.), suspended future operations related to the operations in Mississauga, Ontario. It is in the process of collecting accounts receivables still due and working on a plan to pay its payables. It has entered into an agreement with 10451029 Canada Inc., d/b/a Reliable Logistics, for the assignment and of the assets of Global3pl, Inc., (an Ontario Corporation). The transaction has not yet been completed. The Company on July 31, 2019 entered into a lease agreement for additional office space. The lease has a commencement date of June 1, 2019 and has a lease term of five years expiring on May 31, 2024. Future minimum lease payments, as set forth in the lease, are below: Year Amount 2019-2020 $ 21,912 2020-2021 $ 22,569 2021-2022 $ 23,246 2022-2023 $ 23,943 2023-2024 $ 20,449 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Sanguine Group, LLC, has loaned the Company additional funds not already included in the established promissory note. These funds are not yet reduced to a written agreement. Garden State Holdings loaned the Company $55,000 on December 4, 2019. There is no written note at this time, but Garden State Holdings has committed to loan the Company up to $175,000. Sanguine Group, LLC and Garden State Holdings are entities controlled by the same person, who is an investor in the Company. Emerging Growth Advisors, Inc., controlled by James W. Zimbler, our President/Director has loaned the company a total of $35,777.24. There is no terms or written note. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of consolidation | The consolidated financial statements include the accounts of Cannagistics, Inc. and its wholly owned subsidiaries American Freight Xchange, Inc and Global3pl, Inc. (Ontario), formerly known as KRG Logistics, Inc. All significant inter-company transactions and balances have been eliminated. |
Basis of presentation | We have summarized our most significant accounting policies for the fiscal period ended July 31, 2019. |
Accounts Receivable and allowance for doubtful accounts | Accounts receivable are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of July 31, 2019, and 2018 the allowance for doubtful accounts was $0 and $0, respectively. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Derivative Financial Instruments | The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company reviews the terms of convertible loans, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants to employees and non-employees in connection with consulting or other services. These options or warrants may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received an immediate charge to income is recognized in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated rate of interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. 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 could be required within twelve months of the balance sheet date. |
Fair value of financial instruments | The Company’s financial instruments consist of its liabilities. The carrying amount of payables and the loan payable – related party approximate fair value because of the short-term nature of these items. The promissory notes, and convertible notes payables are measured at amortized cost using the effective interest method, which approximates fair value due to the relationship between the interest rate on long-term debt and the Company’s incremental risk adjusted borrowing rate. |
Inventories | The Company does not hold any inventory as assets. All inventory in operations is owned by the shipper. |
Revenue recognition | The Company recognizes revenue related to transaction from its third-party logistics sales when (i) the seller’s price is substantially fixed, (ii) shipment has occurred causing the buyer to be obligated to pay for product, (iii) the buyer has economic substance apart from the seller, and (iv) there is no significant obligation for future performance to directly bring about the resale of the product by the buyer as required by ASC 605 – Revenue Recognition. Cost of sales, rebates In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-09 was effective for annual reporting periods beginning after December 15,2017. We adopted ASU 2014-09 effective August 1, 2018. ASU 2014-09 has not had a significant effect on the Company’s financial position and results of operations. FASB ASC Topic 830, Foreign Currency Matters (formerly FASB Statement No. 52, Foreign Currency Translation) provides accounting guidance for transactions denominated in a foreign currency, and for operations undertaken in a foreign currency environment. To prepare consolidated financial statements, an entity translates all functional currency financial statements into a single reporting currency. The same applies if an entity uses different currencies for reporting purposes and for its functional currency. The company reports its currency in US dollars. |
Income taxes | The Company accounts for income taxes under ASC 740 "Income Taxes," which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Equipment and Improvements (Tab
Equipment and Improvements (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment and improvements | July 31, 2019 July 31, 2019 Furniture and fixtures $ 76,930 $ 71,513 Machinery and equipment 205,900 195,813 Transportation equipment 11,185 11,293 Building improvements 4,413 4,456 298,428 283,075 Less accumulated depreciation and amortization 244,132 237,945 $ 54,296 $ 45,130 Depreciation and amortization expense: 8,806 $ 15,802 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes | Promissory notes payable as of July 31, 2019 and July 31, 2018 consisted of the following: July 31, 2019 July 31, 2018 Note payable dated January 15, 2014, matured January 15, 2015 bearing interest at 12% per annum. $ 0 $ 3,000 Note payable dated February 14, 2014 matured February 14, 2015, bearing interest at 12% per annum. 0 3,750 Note payable dated April 1, 2014 matured April 1, 2015, bearing interest at 12% per annum. 0 4,700 Note payable dated January 30, 2014, matured January 30, 2015, bearing interest at 12% per annum. 0 5,000 Note payable dated March 8, 2018, matures March 8, 2019, currently in default, bearing interest at 10% per annum. $ 30,000 $ 23,900 Note payable dated July 20, 2018 matures October 1, 2019, bearing interest at 0% per annum. 135,000 175,000 Total $ 165,000 $ 215,350 Less current portion of long-term debt 165,000 40,350 Total long-term debt $ 0 $ 175,000 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Convertible Subordinated Debt [Abstract] | |
Summary of Convertible Debt | Convertible debt as of July 31, 2019 and July 31, 2018 consisted of the following: Description July 31, 2019 July 31, 2018 Convertible note agreement dated November 1, 2013 in the amount of $30,000 payable and due on demand bearing interest at 12% per annum. Principal and accrued interest is convertible at $.002250 per share. $ 11,0411 $ 0 Convertible note agreement dated February 20, 2018 in the amount of $1,034,000 payable and due on demand bearing interest at 10% per annum. Principal and accrued interest is convertible at $.028712 per share. $ 1,034,0000 $ 1,034,000 Convertible note agreement dated March 13, 2019 in the amount of $800,000 payable and due on March 20, 2020 bearing interest at 24% per annum. $ 800,0000 $ 0 C Convertible note agreement dated June 28, 2019 in the amount of $300,000 payable and due on June 28, 2020 bearing interest at 20% per annum. $ 300,0000 $ 0 Convertible notes, net of discount $ 2,145,041 $ 1,034,000 The Company recognized $0 of debt discount accretion expense on the above notes. Interest expense related to these notes for the year ended July 31, 2019 and 2018 was $163,668 and $19,547, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax rate reconciliation | July 31, 2019 July 31, 2018 Expected income tax at statutory rate $ (735,171 ) $ (362,300) Permanent differences — — Change in valuation allowance 735,171 362,300 Provision for income taxes $ — $ — |
Deferred income tax and liablitilies | July 31, 2019 July 31, 2018 Net operating loss carry-forward $ 2,443,167 $ 1,707,996 Valuation allowance (735,171 ) (1,707,996) Net deferred income tax asset $ 341,599 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Office Lease Payments | Year Amount 2019-2020 $ 21,912 2020-2021 $ 22,569 2021-2022 $ 23,246 2022-2023 $ 23,943 2023-2024 $ 20,449 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | Oct. 24, 2012 | Nov. 16, 2017 | Jul. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Aug. 10, 2015 |
Class of Stock [Line Items] | ||||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||||
Preferred stock issued | 0 | 1,000,000 | 1,000,000 | |||
Preferred stock issued, par value | $ .001 | $ 0.001 | $ 0.001 | |||
Asset Management Company [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock during period, Shares | 55,000,000 | |||||
Stock splits | 2,200,000 | |||||
Sale of stock during period, Value | $ 6,000 | |||||
Kashif Khan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Assets acquired in asset purchase agreement | $ 4,000,000 | |||||
Merger [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock issued | 1,000,000 | |||||
Preferred stock issued, par value | $ 0.001 | |||||
Conversion rights of preferred stock issued | conversion and voting rights of 72.5 votes for each share, representing approximately 90.2% of the voting rights |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | Jul. 31, 2019USD ($) |
Going Concern [Abstract] | |
Accumulated deficit | $ (4,714,166) |
Equipment and Improvements (Det
Equipment and Improvements (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 76,930 | $ 71,513 |
Machinery and equipment | 205,900 | 195,813 |
Transportation equipment | 11,185 | 11,293 |
Building improvements | 4,413 | 4,456 |
Total building and equipment | 298,428 | 283,075 |
Less accumulated depreciation and amortization | 244,132 | 237,945 |
Total building and equipement less depreciation | 54,296 | 45,130 |
Depreciation and amortization expense | $ 8,806 | $ 15,802 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Short-term Debt [Line Items] | ||
Notes payable, Total | $ 165,000 | $ 215,350 |
Promissory Notes One [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, Total | 0 | 3,000 |
Promissory Notes Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, Total | 0 | 3,750 |
Promissory Notes Three [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, Total | 0 | 4,700 |
Promissory Notes Four [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, Total | 0 | 5,000 |
Promissory Notes Five [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, Total | 30,000 | 23,900 |
Promissory Notes Six [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, Total | $ 135,000 | $ 175,000 |
Promissory Notes (Details Textu
Promissory Notes (Details Textual) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Short-term Debt [Line Items] | ||
Interest Expense | $ 1,864,400 | $ 428,500 |
Current portion long-term debt | 16,500,000 | 4,035,000 |
Total long-term debt | $ 0 | $ 17,500,000 |
Promissory Notes One [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, issuance date | Jan. 15, 2014 | |
Notes payable, maturity date | Jan. 15, 2015 | |
Notes payable, rate of interest | 12.00% | 12.00% |
Promissory Notes Two [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, issuance date | Feb. 14, 2014 | |
Notes payable, maturity date | Feb. 14, 2015 | |
Notes payable, rate of interest | 12.00% | 12.00% |
Promissory Notes Three [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, issuance date | Apr. 1, 2014 | |
Notes payable, maturity date | Apr. 1, 2015 | |
Notes payable, rate of interest | 12.00% | 12.00% |
Promissory Notes Four [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, issuance date | Jan. 30, 2014 | |
Notes payable, maturity date | Jan. 30, 2015 | |
Notes payable, rate of interest | 12.00% | 12.00% |
Promissory Notes Five [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, issuance date | Mar. 8, 2018 | |
Notes payable, maturity date | Mar. 8, 2019 | |
Notes payable, rate of interest | 10.00% | 10.00% |
Promissory Notes Six [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable, issuance date | Jul. 20, 2018 | |
Notes payable, maturity date | Oct. 1, 2019 | |
Notes payable, rate of interest | 0.00% | 0.00% |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 | Feb. 20, 2018 |
Short-term Debt [Line Items] | |||
Convertible notes | $ 1,034,000 | ||
Convertible notes, net of discount | $ 2,145,041 | $ 1,034,000 | |
Convertible Debt One[Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes | 11,041 | 0 | |
Convertible Debt Two [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes | 1,034,000 | 1,034,000 | |
Convertible Debt Three[Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes | 800,000 | 0 | |
Convertible Debt Four [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes | $ 300,000 | $ 0 |
Convertible Debt (Details Textu
Convertible Debt (Details Textual) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Short-term Debt [Line Items] | ||
Interest Expense | $ 163,668 | $ 19,547 |
Debt discount accretion expense | $ 0 | $ 0 |
Convertible Debt One [Member] | ||
Short-term Debt [Line Items] | ||
Convertible payable, Issuance Date | Nov. 1, 2013 | |
Convertible Debt Two [Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt | $ 1,034,000 | |
Convertible payable, Issuance Date | Feb. 20, 2018 | |
Convertible note, rate of interest | 10.00% | |
Convertible notes, conversion price | $ .028712 | |
Convertible Debt Three [Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt | $ 800,000 | |
Convertible payable, Issuance Date | Mar. 13, 2019 | |
Convertible note, maturity date | Mar. 20, 2020 | |
Convertible note, rate of interest | 24.00% | |
Convertible Debt Four [Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt | $ 300,000 | |
Convertible payable, Issuance Date | Jun. 28, 2019 | |
Convertible note, maturity date | Jun. 28, 2020 | |
Convertible note, rate of interest | 20.00% | |
Convertible Debt One[Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt | $ 30,000 | |
Convertible note, rate of interest | 12.00% | |
Convertible notes, conversion price | $ .002250 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Feb. 01, 2019 | |
Debt Disclosure [Abstract] | |||
Maximum Borrowing Limit | $ 400,000 | ||
Interest Rate of Prime | 3.25% | ||
Drawn on line of credit | $ 258,708 | $ 264,935 | |
Interest Expense | $ 18,567 | $ 12,058 | |
Cash collateral, required to maintain | $ 200,000 | ||
Guaranteed investment certificate, interest rate | 2.50% | ||
Guaranteed investment term | 1 year |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Feb. 20, 2018 | |
Related Party Transactions [Abstract] | |||
Shareholder advances as loan payable to related party | $ 35,777 | $ 16,978 | |
Due to Related Parties | 365,945 | 406,274 | |
Consulting Fees | 169,719 | $ 178,860 | |
Convertible notes | $ 1,034,000 | ||
Advances on note payable | $ 175,000 | ||
Convertible note, interest rate | 10.00% | ||
Interest income | $ 64,695 | ||
Payments received | $ 153,217 |
Transfer and Assignment of As_2
Transfer and Assignment of Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Nov. 16, 2017 | Jul. 31, 2018 | |
Transfers and Servicing [Abstract] | ||
Common shares returned | 16,000,000 | 16,000,000 |
Book value related to accounts receivable | $ 20,000 | |
Liabilities to be paid on behalf of Company | $ 100,000 | |
Increase of additional paid in capital | $ 80,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 15, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Apr. 29, 2019 | Jul. 31, 2018 | Nov. 07, 2017 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||
Common stock, shares outstanding | 93,118,077 | 14,355,645 | 14,355,645 | |||
Preferred Stock, Shares authorized | 20,000,000 | 10,000,000 | 20,000,000 | |||
Preferred Stock, par value | $ .001 | $ 0.001 | $ 0.001 | |||
Preferred shares issued | 0 | 1,000,000 | 1,000,000 | |||
Series C Preferred Stock | ||||||
Preferred Stock, Shares authorized | 1,000,000 | |||||
Preferred Stock, par value | $ .001 | |||||
Preferred shares issued | 1,000,000 | |||||
Conversion rate | Each share of Series C Preferred Stock is convertible into 72.5 common shares and has voting rights based on this ratio. | |||||
Common stock, resulting from conversion | 72,500,000 | |||||
Series C Preferred Stock | ||||||
Preferred shares converted to common stock | $ 1,000,000 | |||||
Series D Preferred Stock | ||||||
Preferred Stock, Shares authorized | 10,000,000 | |||||
Preferred Stock, par value | $ .001 | |||||
Preferred shares issued | 8,000,000 | |||||
Conversion rate | Each share of Series D Preferred Stock is convertible into 72.5 common shares and has voting rights based on this ratio. |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax at statutory rate | $ 527,218 | $ (382,169) |
Permanent differences | ||
Change in valuation allowance | 527,218 | 382,169 |
Provision for income taxes |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 725,244 | |
Valuation allowance | (725,244) | $ (1,707,996) |
Net deferred tax benefit |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Taxes (Textual) | ||
Net operating loss carry forwards | $ 400,000,000 | $ 200,000,000 |
Tax rate | 20.00% |
Commitments and Contingecies (D
Commitments and Contingecies (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Accounting Policies [Abstract] | |||||
Future Lease Payments | $ 20,449 | $ 23,943 | $ 23,246 | $ 22,569 | $ 21,912 |
Commitments and Contingecies _2
Commitments and Contingecies (Details Textual) | 12 Months Ended | |
Jul. 31, 2019 | Jun. 01, 2019 | |
Accounting Policies [Abstract] | ||
Facility site lease term | 23 months | |
Expiration date of facility site lease | Dec. 31, 2020 | |
Office space lease term | 5 years | |
Expiration of office space lease term | Mar. 31, 2024 | |
Additional office space lease term | 5 years | |
Expiration of additional office space lease term | Mar. 31, 2024 |