Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2021 | Dec. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 000-55711 | |
Entity Registrant Name | Cannagistics, Inc. | |
Entity Central Index Key | 0001304741 | |
Entity Tax Identification Number | 86-3911779 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 150 Motor Parkway | |
Entity Address, Address Line Two | Suite 401 | |
Entity Address, City or Town | Hauppauge | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11788 | |
City Area Code | 631 | |
Local Phone Number | 787-8455 | |
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 Common Stock, Shares Outstanding | 266,242,608 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2021 | Jul. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,158 | $ 30,007 |
Shareholder Loan receivable | 40,000 | |
Prepaid expenses | 25,000 | 15,000 |
Related party receivables, less allowance for doubtful accounts of $1,102,270 | ||
TOTAL CURRENT ASSETS | 67,158 | 45,007 |
TOTAL ASSETS | 67,158 | 45,007 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 1,166,641 | 1,058,606 |
Promissory notes, net of discount of $81,683 October 31, 2021 and July 31, 2021, respectively | 52,000 | 520,000 |
Convertible notes payable, net of discount of as of $488,141 and $301,537 October 31, 2021 and July 31, 2021, respectively | 2,948,767 | 2,329,996 |
Derivative liabilities | 117,969 | 529,171 |
Related party payables | 442,161 | 416,159 |
TOTAL CURRENT LIABILITIES | 5,195,538 | 4,853,932 |
LIABILITIES OF DISCONTINUED OPERATIONS | 837,778 | 837,778 |
TOTAL LIABILITIES | 6,033,316 | 5,691,710 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock: | ||
Common stock; $0.001 par value; 500,000,000 and 250,000,000 shares authorized as of October 31, 2021 and July 31, 2020, respectively; 219,468,674 and 189,561,572 outstanding and issued as of October 31, 2021 and July 31, 2021, respectively | 219,468 | 189,561 |
Common stock issuable | 290,000 | 290,000 |
Additional paid-in capital | 25,102,756 | 24,485,627 |
Treasury stock | (45,000) | (45,000) |
Accumulated deficit | (31,538,682) | (30,572,191) |
TOTAL STOCKHOLDERS' DEFICIT | (5,966,158) | (5,646,703) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 67,158 | $ 45,007 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Accounts Receivable, Allowance for Credit Loss | $ 1,102,270 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 81,683 | $ 81,683 | |
Debt Instrument, Unamortized Discount, Current | $ 488,141 | $ 301,537 | |
Preferred stock, shares authorized | 20,000,000 | ||
Preferred Stock, Value, Issued | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 500,000,000 | 250,000,000 | |
Common Stock, Shares, Outstanding | 219,468,674 | 189,561,572 | |
Series E Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Issued | 900,000 | 900,000 | |
Preferred Stock, Shares Outstanding | 900,000 | 900,000 | |
Preferred Class E [Member] | |||
Preferred stock, shares authorized | 3,600,000 | 3,600,000 | |
Preferred Stock, Value, Issued | $ 900 | $ 900 | |
Series F Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 4,400,000 | 4,400,000 | |
Preferred Stock, Shares Issued | 4,400,000 | 4,400,000 | |
Preferred Stock, Shares Outstanding | 4,400,000 | 4,400,000 | |
Preferred Class R [Member] | |||
Preferred Stock, Value, Issued | $ 4,400 | ||
Preferred Class F [Member] | |||
Preferred stock, shares authorized | 4,400,000 | ||
Preferred Stock, Value, Issued | $ 4,400 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 27,126 | $ 37,575 |
Bad debt | 21,759 | |
Rent | 4,928 | 7,486 |
Consulting | 584,979 | 28,500 |
Professional fees | 187,115 | 82,884 |
Total operating expenses | 825,907 | 156,445 |
Loss from operations | (825,907) | (156,445) |
Other income (expense) | ||
Interest Income | 21,759 | 21,759 |
Interest expense | (351,918) | (147,634) |
Gain/(loss) on sale of asset | ||
Settlement Fees | (69,875) | (25,000) |
Loss on derivative liabilities | 130,909 | (936,075) |
Change in fair value of derivative liabilities | 128,541 | (42,782) |
Total other expense | (140,584) | (1,129,732) |
Loss from continuing operations | (966,491) | (1,286,177) |
Discontinued operations, including loss on disposal | ||
Net loss | $ (966,491) | $ (1,286,177) |
Net loss per common share: basic and diluted | $ 0 | $ 0 |
Basic and diluted weighted average common shares outstanding | 197,407,484 | 102,834,619 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Preferred Stock [Member]Series D Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Total |
Balance, July 31, 2021 at Jul. 31, 2020 | $ 105,099 | $ 10,000 | $ 8,490,720 | $ (45,000) | $ (13,221,838) | $ (4,661,019) | ||
Shares, Issued, Beginning Balance at Jul. 31, 2020 | 105,099,277 | 10,000,000 | ||||||
Shares issued for conversion of convertible debt | $ 81,962 | 1,297,709 | 1,379,671 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 81,962,467 | |||||||
Shares issued for settlement of payables | $ 2,500 | 22,498 | 24,998 | |||||
Stock Issued During Period, Shares, Other | 2,499,828 | |||||||
Net loss | (2,390,353) | (2,390,353) | ||||||
Balance, October 31, 2021 at Jul. 31, 2021 | $ 189,561 | $ 10,000 | 9,810,927 | (45,000) | (15,612,191) | (5,646,703) | ||
Shares, Issued, Ending Balance at Jul. 31, 2021 | 189,561,572 | 10,000,000 | ||||||
Shares issued for conversion of convertible debt | $ 20,467 | 248,965 | $ 269,432 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 20,466,992 | 20,466,992 | ||||||
Net loss | (966,491) | $ (966,491) | ||||||
Shares issued for services | $ 9,440 | 368,164 | $ 377,604 | |||||
Stock Issued During Period, Shares, Issued for Services | 9,440,110 | 9,440,110 | ||||||
Balance, October 31, 2021 at Oct. 31, 2021 | $ 219,468 | $ 10,000 | $ 10,428,056 | $ (45,000) | $ (16,578,682) | $ (5,966,158) | ||
Shares, Issued, Ending Balance at Oct. 31, 2021 | 219,468,674 | 10,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (966,491) | $ (1,286,177) |
Loss from discontinued operations | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Settlement Fees on conversion of stock | 13,000 | |
Penalty on convertible note payable | 69,875 | 25,000 |
Loss on derivative liabilities | (130,909) | 452,944 |
Change in fair value of derivative liabilities | (128,541) | 525,913 |
Amortization of debt discount | 40,224 | |
Accrued interest | 351,918 | |
Stock based compensation | 377,604 | |
Changes in assets and liabilities | ||
Accounts receivable and other receivables | (40,000) | |
Prepaid expense | (10,000) | |
Accounts payable and accrued expenses | 108,034 | 139,278 |
Accounts payable - related parties | 26,002 | |
Net cash used in operating activities of continuing operations | (342,508) | (89,818) |
Net cash used in operating activities discontinued operations | (1,868) | |
Net cash used in operating activities | (342,508) | (91,686) |
Cash Flows from Financing Activities | ||
Proceeds from convertible notes, net of amortization of $425,000 | 425,000 | 96,000 |
Proceeds from promissory notes | ||
Proceeds from related parties | 1,800 | 32,900 |
Payments on promissory notes | ||
Payments on convertible notes | (51,836) | |
Payments to related parties | (60,305) | (34,600) |
Net cash provided by financing activities | 314,659 | 94,300 |
Net increase in cash | (27,849) | 2,614 |
Cash, beginning of period | 30,007 | 685 |
Cash, end of period | 2,158 | 3,299 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 5,227 | |
Cash paid for tax | ||
Non-cash investing and financing transactions | ||
Original issuance discount on convertible notes payable | 425,000 | 9,000 |
Original issuance discount on promissory notes payable | 84,000 | |
Conversion of notes payable, fees and derivative liabilities | 151,752 | 636,202 |
Conversion of common stock payable |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) | Oct. 31, 2021USD ($) |
Statement of Cash Flows [Abstract] | |
Accumulated Amortization, Debt Issuance Costs | $ 425,000 |
NOTE 1 _ ORGANIZATION AND DESCR
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Description of Business Cannagistics, Inc. (Formerly FIGO Ventures, Inc., formerly Precious Investments, 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 principal 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 January 15, 2012. On October 24, 2012, the interim board authorized the sale of 55,000,000 2,200,000 $6,000 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 $0.001 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. 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 possible 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 UrbanX 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). However, the Company has carefully reconsidered its position with respect to the previously announced and subsequently amended spin off of Global3pl, Inc., (a New York corporation). Due to the current situation resulting from the COVID-19 pandemic and especially in light of the development of the supply chain management strategy of the Company, it has been determined that the finalization of the development of the Global3pl platform will be integral and serve as the “engine” for the supply chain management of the Company. Therefore, at this time the “spin-off” has been indefinitely postponed until such time and it may make sense from a business standpoint. The Company has not issued any shares in the Global3pl, Inc (New York) subsidiary. Effective October 1, 2019, the Company suspended operations of its subsidiary Global3pl, Inc., formerly known as KRG Logistics, Inc., (an Ontario corporation), 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 was completed on November 6, 2019. The Company anticipates formally liquidating and dissolving the subsidiary in the next fiscal Quarter. This is a separate corporation from Global3pl, Inc. (A New York corporation). On May 6, 2021, the issuer (having been renamed, immediately prior to this Holding Company Reorganization, from “Cannagistics, Inc.” to “Global Transition Corporation”) completed a corporate reorganization (the “Holding Company Reorganization”) pursuant to which Global Transition Corporation, as previously constituted (the “Predecessor”) merged with a company which became a direct, wholly-owned subsidiary of a newly formed Delaware Corporation, Cannagistics, Inc. (in this capacity referred to as the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity, albeit with the same name as the original issue or the Predecessor. The Holding Company Reorganization was effected by a merger conducted pursuant to Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations (such constituent corporations being the Predecessor, as renamed to Global Transition Corporation and the newly formed Cannagistics, Inc.). In accordance with the DGCL, Global3pl, Inc. (“Merger Sub”), another newly formed Delaware Corporation and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated May 6, 2021 (the “Merger Agreement”). As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other holders of equity instruments, became stockholders and holders of equity instruments, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor immediately prior to the Holding Company Reorganization. The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization. For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. On May 21, 2021, the Company incorporated Global3pl Logistical Technologies, Inc., (a Delaware corporation) On May 21, 2021. It is a wholly owned subsidiary of Cannagistics, Inc. The previously executed Letter of Intent with Recommerce Group, Inc. has expired, although the Company has continued discussions with Recommerce Group, Inc. about a potential business combination. On July 1, 2021, Cannagistics, Inc. (the “Company”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) with Availa Bio, Inc. (“Availa”) and The Integrity Wellness Group, Inc., formerly known as Cannaworx Holdings, Inc. (“Integrity Wellness”). Pursuant to the Agreement, the Company purchased 100% of the outstanding capital stock of Integrity Wellness from Availa in exchange for 4,400,000 The Agreement provides for certain post-closing actions to be taken by the Company, including (i) effecting a 1-for-100 reverse stock split of the Company’s common stock (later modified to be 1-for-40 reverse stock split), (ii) the Company using its best efforts to consummate a $5,000,000 financing, some of the proceeds of which to be used to pay the Note as defined below, (iii) the Company effecting a name change, (iv) the officers and directors of the Company consisting of Rob Gietl, President and Director and James W. Zimbler, Vice-President and Director, and (v) the holders of the Company’s 10,000,000 outstanding shares of Series D Convertible Preferred Stock converting their shares into a total of 745,000,000 shares of the Company’s common stock pursuant to conversion agreements with such holders. In connection with the Agreement, the Company borrowed $175,000 $150,000 $200,000 0% In addition, pursuant to the Agreement the Company, either directly or through Integrity Wellness which as a result of the share exchange became a wholly owned subsidiary of the Company, entered into the following employment and consulting agreements: The Company previously entered into a Consulting Agreement with Rob Geitl dated July 1, 2020, for an initial term of three years. Under this Consulting Agreement, Mr. Geitl will serve as the Chief Executive Officer of the Company and will be compensated as follows: (i) (A) for the first year of the initial term, $15,000 $17,500 $20,000 a number of shares of restricted common stock equal to 5% of the Company’s issued and outstanding common stock, or 9,158,333 shares, with one-half of such shares vesting in 18 months and the other half vesting of such shares at the end of the initial term. The Company entered into a Consulting Agreement with Emerging Growth Advisors, Inc., wholly owned by James W. Zimbler, dated July 1, 2021, for an initial term of three years. Under this Consulting Agreement, Emerging Growth Advisors, Inc. will be compensated 12,500 $1,500 900,000 6,000,000 The Company entered into a Consulting Agreement with Cimarron dated July 1, 2021, for an initial term of 30 months. Under this Consulting Agreement, Cimarron will provide the Company certain strategic and business development services in exchange for (i) 900,000 $5,000 10% The Company entered into a Consulting Agreement with Leonard Tucker LLC (“LT LLC”) dated July 1, 2021, for an initial term of 30 months. Under this Consulting Agreement, LT LLC will provide the Company with certain business and compliance services in exchange for (i) 1,800,000 $12,500 10% The Agreement also contains customary indemnification obligations in the event of a material breach of any representation, warranty, agreement, or covenant contained in the Agreement. On September 15, 2021, the Company filed a DEF14C Information Statement. The DEF14C Information Statement set out the plan of the Company to amend its name to The Integrity Wellness Group, Inc., or some other similar name, and to effectuate a reverse stock split of its common stock of one (1) new share of common stock for each forty (40) old shares of common stock . The corporate action change has been submitted to FINRA on October 29, 2021, and the Company is awaiting a response. Current Projects in Development Integrity Wellness Our Products Through Integrity Wellness we currently have 4 developed products, the majority of which we offer at retail prices ranging from approximately $30 to $60 (excluding our veterinary and agricultural product offerings). [Our current developed products are either backlogged, in the process of being produced or are ready for production.] We have received approval from the U.S. Food and Drug Administration (the “FDA”) for 4 of our products’ claims, and we have FDA applications in process for 15 products’ claims, as indicated below. We have patents issued for six of our products, and 15 patent applications pending, as indicated below. However, we presently lack the capital to produce sufficient inventory and, accordingly, will be reliant upon raising additional funds in this offering to further commercialize these products If we are unable to raise sufficient funds in this offering or through other means, the production and distribution of these products may be delayed or discontinued. Further, some of the patent rights and licenses for the below products are subject to uncertainty due to potential procedural and documentation issues in connection with the July 2021 Integrity Wellness acquisition. See the risk titled “If we cannot obtain or protect intellectual property rights related to our products, including due to uncertainties surrounding our acquisition of Integrity Wellness and its purported product portfolio, we may not be able to compete effectively in our markets” for more information. The following is a brief description our current products portfolio: Products with Issued Patents Canagel Canagel ®, Patented Full Spectrum Phytocannabinoid delivery with FDA approved pain claim. The one and only FDA-approved pain claim in the market for an oral CBD product. We have Exclusive World-wide access to Patent No. US 10,143,755 Patent Issued: December 4, 2018 Patent Expires: December 8, 2037 Comments: Please note this patent is owned by Acupac Packaging Inc., however an exclusive worldwide license agreement has been granted to SkinScience labs, Inc. Silverpro ®, Patented Compression Fabric in the marketplace with FDA pain clearance Patent No. US 9,878,175 (European Patent has been allowed) Patent Issued: January 30, 2018 Patent Expires: June 2036 Thin Film Toothpaste Strip Product Name: KidzStrips ®, Patented Fluoride doses-controlled children’s toothpaste strip (2 Patents issued) Patent No. US 9,656,102 Patent Issued: May 23, 2017 Patent Expires: December 21, 2033 Patent No. US 10,105,296 Patent Issued: October 23, 2018 Patent ImmuniZin TM Some ImmunaZin Ingredients and Expectations ● Pepsin -- the main ingredient now famous for rapid recovery. We take pepsin and break it down into fragmented particles that are better absorbed into the digestive tract. These pepsin fragments directly modulate immune system activity by inducing potent T-cell response resulting in boosted immunity. ● Hemp seed oil helps balance healthy cholesterol levels, fights depression and anxiety, improves eye health, promotes brain health, reduces metabolic syndrome, reduces inflammation, fights autoimmune disease and mental disorders, reduces fatty liver, promotes bone and joint health and improves sleep and skin. Irreversibly-inactivated pepsinogen fragments for modulating immune function (Immune Booster- FDA Cleared) Patent No. US 8,309,072 Patent Issued: November 13, 2012 Patent Expires: June 18, 2029 Patent Expires: June 18, 2029 Novel Fertilizer Patent No. US 9,981,886 Patent Issued: May 29, 2018 Patent Expires: August 12, 2036 Pending Patent Applications Cannabinoid, Menthol and Caffeine Dissolvable Film Composition, Devices and Methods US Application No. 16/558,872; International Application PCT/US2019/049309 Cannabinoid and Menthol Gum and Lozenge Compositions and Methods US Application No. 16/555,022 (US Application No. 62/869,121 is a provisional US application for this US application); International Application PCT/US2019/048740 Cannabinoid and Anesthetic Gum and Lozenge Compositions and Methods US Application No. 16/554,930 (US Application No. 62/869,118 is a provisional US application for this US application); International Application PCT/US2019/048728 Cannabinoid and Anesthetic Compositions and Methods US Application No. 16/419,274; International Application PCT/US2019/048690 C-Biscuit TM Hemp rich suppos itory for racehorse industry for rapid recovery from injury Veterinary Cannabinoid, Menthol and Anesthetic Compositions and Methods Application No. 16/555,241; International Application PCT/US2019/048789 Veterinary Cannabinoid and Menthol Compositions and Methods Application No. 16/419,392; International Application PCT/US2019/048695 Cannabinoid and Menthol Gel Compositions, Patches and Methods US Application No. 16/558,780; International Application PCT/US2019/049294 Cannabinoid and Menthol Compositions and Methods US Application No. 16/419,336; International Application PCT/US2019/048691 Thin Film Toothpaste Strip, European Application Product Name: KidzStrips ® Application No. 14876319.6 Thin Film Toothpaste Strip, Eurasian Application Product Name: KidzStrips ® Application No. 201600502/28. U.S. Application No. 17/412442 Fertilizer Product Name: HydroSoil ®, Water retaining Hemp enhanced fertilizer, water plant once every two weeks U.S. Application No. 15/986,111 Inactivated Pepsin Fragment (IPF) and Full Spectrum Cannabidiol (CBD) Compositions and Methods U.S. Provisional Patent Application No. 62/859,422 Skin Cream Relates to compositions and methods for the prevention and treatment of skin disorders and for the rejuvenation of the skin. In particular, the application describes topical compositions and methods of treatments comprising the combined use of one or more cannabinoids and one or more hydroxy acids in a suitable carrier. U.S. Application No. Application 15/233,251 Other Products IcyEase Adhesive Ice Pack for muscle/joint pain to cool surface and address pain. Patent-pending, FDA pain claim in progress Slim-D Appetite-suppressant oral strip with 50 mg Hoodia & 10 mg Full Spectrum Phytocannabinoid Energy Lighting Strips High caffeine fast dissolving oral energy strip with Matcha Green Tea and Hemp/Full Spectrum Phytocannabinoid Micro Voltage Trans Derm C for pain with unique and superior absorbing features due to wearer‘s movement generated Micro Voltage CBD 600 Hemp Rich oral tincture with FDA cleared legal pain claim. One and only with FDA clearance. Global3PL Inc. (NY) During the past 2 plus years, Global3PL Inc. (a New York Corporation) has consulted with logistics and technology experts to design and begin the development of a best-of-breed, first-of-kind information technology system. To date, about eighteen (18) months’ worth of custom coding by our contractor has been completed with an expectation of an additional 2-3 months of work still required for it to be ready for testing. Upon completion, it is intended that clients shall be able to login to the system to communicate and transact business with the Company in real-time, as it relates to aspects of the client’s supply chain. This can include the tracking of inbound raw material from various vendors, the manufacturing schedule of finished goods, inventory tracking of raw materials and finished goods, international compliance documentation, and the contacting and tracking of the shipping of the finished goods to their delivery destination(s). Though the Company has high expectations for the functionality of the new system, it does not make any assurances that the system will be completed, shall work as planned if completed, nor be embraced by potential clients as intended. Therefore Global3pl, Inc. (NY) will be a logistics subsidiary serving the just-in-time inventory & distribution industry, as well as the special and general commodities sector of the North American freight industry. “Just-in-time” is an industry word for delivery a product or other item to an end user right before it is needed. It is used in place of an end user storing a large quantity of inventory. Shippers will be able to sync to our system for a real-time 360 views of their product shipments, including, location updates, verification, and risk mitigation. The customer will be able to Geolocation GPS tracking of freight movement; create automated notifications with consolidated and automated notifications, payments, and reporting. The Shipper interface will also allow customers to push or post freight orders. The software system will also allow for lead-generation, data analysis, collaboration among shippers, Automated billing and collections, and automated payments. The SAAS-based platform ecosystem will fully integrate all aspects of the Company’s operations, from receiving raw materials for clients, through product manufacturing, document compliance, distribution, and shelf-life batch tracking. It had been expected to be operational in the third or fourth quarter of 2020, however due to economic conditions from the COVID-19 Pandemic, and the need for funding related to this Offering, to complete the process, we have been delayed and hope to be operational by the end of the second quarter of 2021. The SaaS-based platform ecosystem will fully integrate all aspects of the Cannagistics operations, from receiving raw materials for clients, through product manufacturing, document compliance, distribution, and shelf-life batch tracking. It is intended to operate with four separate brands or identities, that being Global3pl, AFX (the acronym for American Freight Xchange) UrbanX and Cannagistics. Our targeted client markets (OTC, pharmaceutical, nutraceutical, cosmetics, and Hemp/CBD-related products) are heavily regulated, and highly fragmented from state to state, and country to country. Every country has their own certified product standards, such as the FDA in the U.S. Target client markets require batch product tracking throughout shelf life and GMP certified standards in manufacturing. There is currently, we believe, a lack of seamless automation across the supply chain. Our solution offers a fully automated and scalable service for end-to-end information, manufacturing, sales, and tracking. We believe the benefits achieved from our logistics services for clients are as follows: § Ability to track products from ingredient stage all the way to sale; § Provides 24/7 visibility; § Expands collaboration; § Provide a single point of access: § Incorporates big data and client behavior statistics; § Reduces redundancy; § Increases productivity; § Offers a subscription-based model; and § Capable of supporting multiple client usage. Competition The Global Supply Chain management area has many different entities, all competing. Some are very large. However, our model is significantly different from most of the providers already operating. To be successful in the global supply chain management area, a company must be involved in planning the function of the entire process, from start to finish, or end to end. We intend to concentrate our model on the cannabis, nutraceutical, pharmaceutical and cosmetic areas. We believe this makes our approach unique and distinguishable at this time. There is no guarantee that a larger, more fully funded, company will determine to seek to gain access to the same business. Intellectual Property Our Global3pl SAAS Platform is a proprietary software developed by the Company. The SaaS-based platform ecosystem will fully integrate all aspects of the Cannagistics operations, from receiving raw materials for clients, through product manufacturing, document compliance, distribution, and shelf-life batch tracking. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 years ended July 31, 2020, and July 31, 2020 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. COVID-19 Pandemic Update In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. As a result, the company and certain of the company's customers and suppliers temporarily closed locations beginning late in the second quarter of fiscal year 2020, continuing into the third quarter of fiscal year 2020. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company's operations, supply chain and demand for its products. As a result, the ultimate impact on the company's business, financial condition or operating results cannot be reasonably estimated at this time. 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 instruments is 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. Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: · Level 1 - Quoted prices in active markets for identical assets or liabilities · Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or 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 significant to the value of the assets or liabilities The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of October 31, 2021, and July 31, 2020: October 31, 2021 Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 117,969 $ 117,969 July 31, 2021 Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 529,171 $ 529,171 Accounts receivable and allowance for doubtful accounts Accounts receivables 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 October 31, 2021, and July 31, 2021, the allowance for doubtful accounts was $0 $0 Revenue Recognition The Company recognizes revenue related to transaction from its third-party logistics sales by performing the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (i) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. Foreign Currency 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. Stock-Based Compensation The Company measures expenses associated with all employee stock-based compensation awards using a fair-value method and record such expense in our consolidated financial statements on a straight-line basis over the requisite service period. Leases In February 2016, FASB issued ASU-2016-02 (Topic 842) “Leases”, provides accounting guidance for leases, recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. Effective August 1, 2019, the Company implemented ASU 2016-02 under the modified retrospective method. As a result, the Company recognized right of use assets of $54,475 $57,064 Recent Accounting Pronouncements Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
NOTE 3 _ GOING CONCERN
NOTE 3 – GOING CONCERN | 3 Months Ended |
Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 – GOING CONCERN | NOTE 3 – GOING CONCERN Management does not expect existing cash as of October 31, 2021, to be sufficient to fund the Company’s operations for at least twelve months from the issuance date of these October 31, 2021, 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 October 31, 2021, the Company has an accumulated deficit of $31,538,682 , and 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. |
NOTE 4 _ DISCONTINUED OPERATION
NOTE 4 – DISCONTINUED OPERATIONS | 3 Months Ended |
Oct. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
NOTE 4 – DISCONTINUED OPERATIONS | NOTE 4 – DISCONTINUED OPERATIONS $54,296 $10 October 31, 2021 July 31, 2021 Accounts payable $ 460,262 $ 460,262 Royal Bank line of credit 289,242 289,242 Unearned revenue 14,833 14,833 Accrued liabilities 64,663 64,663 Custom duties & GST payable 6,019 6,019 HST 2,759 2,759 Liabilities of discontinued operations 837,778 $ 837,778 |
NOTE 5 _ PROMISSORY NOTES
NOTE 5 – PROMISSORY NOTES | 3 Months Ended |
Oct. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 5 – PROMISSORY NOTES | NOTE 5 – PROMISSORY NOTES Promissory notes payable as of October 31, 2021, and July 31, 2021, consisted of the following: Description October 31, 2021 July 31, 2021 Note payable dated March 8, 2018, matured March 8, 2019 10% $ 30,000 $ 30,000 Note payable dated July 18, 2018, matured July 18, 2019 8% $ 135,000 $ 135,000 Note payable dated February 4, 2020, matured February 4, 2021 18% $ 5,000 $ 5,000 Note payable dated June 6, 2021, matured June 6, 2022 8% $ 200,000 $ 200,000 Note payable dated June 6, 2021, matured June 6, 2022 8% $ 150,000 $ 150,000 Total $ 520,000 $ 520,000 Less current portion of long-term debt $ 520,000 $ 520,000 Total long-term debt — — Interest expense for the three months ended October 31, 2021, and 2020, was $3,705 $3,705 |
NOTE 6 - CONVERTIBLE DEBT
NOTE 6 - CONVERTIBLE DEBT | 3 Months Ended |
Oct. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 6 - CONVERTIBLE DEBT | NOTE 6 - CONVERTIBLE DEBT Convertible debt as of October 31, 2021, and July 31, 2021, consisted of the following: Description October 31, 2021 July 31, 2021 Convertible note agreement dated November 1, 2013, in the amount of $30,000 12% $.002250 $ 11,041 $ 11,041 Convertible note agreement dated February 20, 2018, in the amount of $1,034,000 10% $.028712 $ 1,034,000 $ 1,034,000 Convertible note agreement dated March 13, 2019, in the amount of $800,000 March 20, 2020 24% $ 800,000 $ 800,000 Convertible note agreement dated June 28, 2019, in the amount of $300,000 June 28, 2020 20% $ 300,000 $ 300,000 Convertible note agreement dated August 6, 2019, in the amount of $31,500 August 6, 2020 20% $ 31,500 $ 31,500 Convertible note agreement dated August 19, 2019, in the amount of $3,800 August 19, 2020 24% $ 3,800 $ 3,800 Convertible note agreement dated September 4, 2019, in the amount of $36,500 September 4, 2020 20% $ 36,500 $ 36,500 Convertible note agreement dated December 4, 2019, in the amount of $95,000 December 4, 2020 12% $ 147,500 $ 147,500 Convertible note agreement dated April 15, 2020, in the amount of $31,500 April 15, 2021 10% $ 15,887 $ 15,877 Convertible note agreement dated December 2, 2020, in the amount of $40,000 December 2, 2021 12% $ 40,000 $ 40,000 Convertible note agreement dated April 6, 2021, in the amount of $53,000 April 6, 2022 12% $ — $ 53,000 Convertible note agreement dated April 7, 2021, in the amount of $111,555 April 7, 2022 10% $ 111,555 $ 111,555 Convertible note agreement dated April 12, 2021, in the amount of $43,000 April 12, 2022 12% $ 29,500 $ 43,000 Convertible note agreement dated April 20, 2021, in the amount of $43,750 and due on April 7, 2022 12% $ 65,625 $ 43,750 Convertible note agreement dated August 5, 2021, in the amount of $500,000 August 5, 2022 $ 500,000 $ — Convertible note agreement dated August 10, 2021, in the amount of $150,000 August 10, 2022 $ 150,000 $ — Convertible note agreement dated August 23, 2021, in the amount of $200,000 August 23, 2022 . $ 200,000 $ — Convertible notes total: $ 3,481,533 $ 2,631,533 The Company amortizes the discounts arising from on-issuance discounts and derivative liabilities (see discussion below) over the term of the convertible promissory notes using the straight-line method which is similar to the effective interest method. During the three months ended October 31, 2021, the Company amortized $238,396 $569,833 On August 5, 2021, the Company issued FirstFire Global Opportunities Fund LLC, a Delaware limited liability company an Original Issue Discount $500,000 $250,000 0% $0.01 On August 10, 2021, the Company issued GS Capital Partners LLC, a New York limited liability company an Original Issue Discount $150,000 $75,000 0% $0.01 On August 25, 2021, the Company issued GW Holdings Group LLC, a New York limited liability company an Original Issue Discount $200,000 $100,000 0% $0.01 On October 26, 2021, the Company issued Emerging Capital Strategies, an Original Issue Discount $168,000 $84,000 0% Interest expense related to these notes for three months ended October 31, 2021 and October 31, 2020, was $105,100 $100,457 . Derivative liabilities Certain of the Company’s convertible notes are convertible into a variable number of shares of common stock for which there is not a floor to the number of common shares the Company might be required to issue. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. The Company uses the Black-Scholes option pricing model for the valuation of its derivative liabilities as further discussed below. There are no material differences between using the Black-Scholes option pricing model for these estimates as compared to the Binomial Lattice model. As of July 31, 2021, the Company had existing derivative liabilities of $529,171 $118,000 20,466,992 $151,752 The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0055 to $0.0062, the closing stock price of the Company's common stock on the dates of valuation ranging from $0.010 to $0.012, an expected dividend yield of 0%, expected volatility ranging from 235% to 285%, risk-free interest rates ranging from 0.1% to 0.14%, and expected terms ranging from 0.046 to 0.5 years. On October 31, 2021, the derivative liabilities on these convertible notes were revalued at $117,969 resulting in a gain of $259,450 for the three months ended October 31, 2021, related to the change in fair value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0050 to $0.0053, the closing stock price of the Company's common stock on the date of valuation of $0.009, an expected dividend yield of 0%, expected volatility of 235%, risk-free interest rate of 0.15%, and an expected term ranging from 0.45 to 0.5 years. |
NOTE 7 _ RELATED PARTY TRANSACT
NOTE 7 – RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions [Abstract] | |
NOTE 7 – RELATED PARTY TRANSACTIONS | NOTE 7 – 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 $2,076 $0 $523,854 $386,404 The Company has consulting agreements with two of its shareholders to provide management and financial services that commenced on December 1, 2017. For the three months ended October 31, 2021, and October 31, 2020, and consulting fees paid were $159,615 $44,484 The Company on February 20, 2018, entered into a related party (that being Recommerce Group, Inc. and our former President and current Vice-President of Corporate Finance and a Director, is a principal in Recommerce Group, Inc.) note receivable in the amount of $1,034,000 $175,000 10% $153,217 $21,759 $21,759 . |
NOTE 8 _ STOCKHOLDERS_ EQUITY (
NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) | 3 Months Ended |
Oct. 31, 2021 | |
Equity [Abstract] | |
NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) The Company is authorized to issue 500,000,000 $0.001 20,000,000 219,468,674 189,561,572 900,000 4,400,000 290,000,000 During the three months ended October 31, 2021, the Company issued 20,466,992 9,440,110 Series E Preferred Stock The Company has 3,600,000 Each share is non-voting and convertible into 100 shares of common stock. Each share is treated pari passu with common stock, adjusted for conversion, in relation to dividends and liquidation preferences. The holders of the Series E convertible preferred stock shall have anti-dilution rights during the two-year period after the Series E convertible preferred converted into shares of Common Stock at its then effective conversion rate. The anti-dilution rights shall be pro-rata to the holder's ownership of the Series E convertible preferred stock. The Company agrees to assure that the holders of the Series E convertible preferred stock shall have and maintain at all times, full Ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 36%,calculated on a fully diluted basis Series F Preferred Stock The Company has 4,400,000 Each share is non-voting and convertible into 100 shares of common stock. Each share is treated pari passu with common stock, adjusted for conversion, in relation to dividends and liquidation preferences. The holders of the Series F convertible preferred stock shall have anti-dilution rights during the two-year period after the Series F convertible preferred converted into shares of Common Stock at its then effective conversion rate. The anti-dilution rights shall be pro-rata to the holder's ownership of the Series F convertible preferred stock. The Company agrees to assure that the holders of the Series E convertible preferred stock shall have and maintain at all times, full Ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 44%,calculated on a fully diluted basis. |
NOTE 9 _ WARRANT
NOTE 9 – WARRANT | 3 Months Ended |
Oct. 31, 2021 | |
Note 9 Warrant | |
NOTE 9 – WARRANT | NOTE 9 – WARRANT On April 15, 2020, the Company issued a five year $31,500 437,500 $.12 On April 23, 2020, the Company issued a three year $75,000 $.15 |
NOTE 10 _ COMMITMENTS AND CONTI
NOTE 10 – COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10 – COMMITMENTS AND CONTINGENCIES | NOTE 10 – 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. The Company has been made aware of potential litigation from a creditor of the Company, Sanguine Group, LLC and Garden State Holdings LLC, which are controlled by the same individual. While the Company does not have actual notice of such potential litigation, the Company was made aware of the statement from the Sanguine Group, LLC, in a separate litigation involving Availa Bio, Inc., the now controlling shareholder of the Company, and a party unrelated to the Company. Other Effective September 1, 2021, the Company leased office space through Regus at Hauppauge Center, 150 Motor Parkway, Suite 401, Hauppauge, NY 11788. The term is for 6 $1,200 |
NOTE 11 _ SUBSEQUENT EVENTS
NOTE 11 – SUBSEQUENT EVENTS | 3 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
NOTE 11 – SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Management of the Company has evaluated the subsequent events that have occurred through the date of the report and determined that the following subsequent events require disclosure: On November 24, 2021, the Company filed a Form 1-A Offering Statement with the Securities and Exchange Commission for the offering of up to $5,000,000 worth of common stock based on a preliminary rage of $0.05 to $0.20 per share. On December 6, 2021, Rob Gietl resigned as President and CEO and Director of the Company. Jim Morrison was appointed as President and CEO of the Company in his place. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation | 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 | Basis of Presentation We have summarized our most significant accounting policies for the fiscal years ended July 31, 2020, and July 31, 2020 |
Use of Estimates | 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. |
COVID-19 Pandemic Update | COVID-19 Pandemic Update In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company's financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. As a result, the company and certain of the company's customers and suppliers temporarily closed locations beginning late in the second quarter of fiscal year 2020, continuing into the third quarter of fiscal year 2020. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company's operations, supply chain and demand for its products. As a result, the ultimate impact on the company's business, financial condition or operating results cannot be reasonably estimated at this time. |
Income Taxes | 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 | 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 instruments is 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 | 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. Fair value is defined under FASB ASC Topic 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The levels are as follows: · Level 1 - Quoted prices in active markets for identical assets or liabilities · Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or 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 significant to the value of the assets or liabilities The following is a listing of the Company’s liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of October 31, 2021, and July 31, 2020: October 31, 2021 Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 117,969 $ 117,969 July 31, 2021 Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 529,171 $ 529,171 |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivables 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 October 31, 2021, and July 31, 2021, the allowance for doubtful accounts was $0 $0 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue related to transaction from its third-party logistics sales by performing the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (i) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Amounts invoiced or collected in advance of product delivery or providing services are recorded as unearned revenue or customer deposits. The company accrues for sales returns, bad debts, and other allowances based on its historical experience. |
Foreign Currency | Foreign Currency 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. |
Stock-Based Compensation | Stock-Based Compensation The Company measures expenses associated with all employee stock-based compensation awards using a fair-value method and record such expense in our consolidated financial statements on a straight-line basis over the requisite service period. |
Leases | Leases In February 2016, FASB issued ASU-2016-02 (Topic 842) “Leases”, provides accounting guidance for leases, recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. Effective August 1, 2019, the Company implemented ASU 2016-02 under the modified retrospective method. As a result, the Company recognized right of use assets of $54,475 $57,064 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Accounting Policies [Abstract] | |
Derivatives and Fair Value [Text Block] | October 31, 2021 Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 117,969 $ 117,969 July 31, 2021 Level 1 Level 2 Level 3 Total Derivative liabilities $ — $ — $ 529,171 $ 529,171 |
NOTE 4 _ DISCONTINUED OPERATI_2
NOTE 4 – DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
NOTE 4 - DISCONTINUED OPERATIONS - Liabilities of Discontinued Operations | October 31, 2021 July 31, 2021 Accounts payable $ 460,262 $ 460,262 Royal Bank line of credit 289,242 289,242 Unearned revenue 14,833 14,833 Accrued liabilities 64,663 64,663 Custom duties & GST payable 6,019 6,019 HST 2,759 2,759 Liabilities of discontinued operations 837,778 $ 837,778 |
NOTE 5 _ PROMISSORY NOTES (Tabl
NOTE 5 – PROMISSORY NOTES (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 5 - PROMISSORY NOTES - Schedule of Promissory Notes | Description October 31, 2021 July 31, 2021 Note payable dated March 8, 2018, matured March 8, 2019 10% $ 30,000 $ 30,000 Note payable dated July 18, 2018, matured July 18, 2019 8% $ 135,000 $ 135,000 Note payable dated February 4, 2020, matured February 4, 2021 18% $ 5,000 $ 5,000 Note payable dated June 6, 2021, matured June 6, 2022 8% $ 200,000 $ 200,000 Note payable dated June 6, 2021, matured June 6, 2022 8% $ 150,000 $ 150,000 Total $ 520,000 $ 520,000 Less current portion of long-term debt $ 520,000 $ 520,000 Total long-term debt — — |
NOTE 6 - CONVERTIBLE DEBT (Tabl
NOTE 6 - CONVERTIBLE DEBT (Tables) | 3 Months Ended |
Oct. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 6 - CONVERTIBLE DEBT - Summary of Convertible Debt | Description October 31, 2021 July 31, 2021 Convertible note agreement dated November 1, 2013, in the amount of $30,000 12% $.002250 $ 11,041 $ 11,041 Convertible note agreement dated February 20, 2018, in the amount of $1,034,000 10% $.028712 $ 1,034,000 $ 1,034,000 Convertible note agreement dated March 13, 2019, in the amount of $800,000 March 20, 2020 24% $ 800,000 $ 800,000 Convertible note agreement dated June 28, 2019, in the amount of $300,000 June 28, 2020 20% $ 300,000 $ 300,000 Convertible note agreement dated August 6, 2019, in the amount of $31,500 August 6, 2020 20% $ 31,500 $ 31,500 Convertible note agreement dated August 19, 2019, in the amount of $3,800 August 19, 2020 24% $ 3,800 $ 3,800 Convertible note agreement dated September 4, 2019, in the amount of $36,500 September 4, 2020 20% $ 36,500 $ 36,500 Convertible note agreement dated December 4, 2019, in the amount of $95,000 December 4, 2020 12% $ 147,500 $ 147,500 Convertible note agreement dated April 15, 2020, in the amount of $31,500 April 15, 2021 10% $ 15,887 $ 15,877 Convertible note agreement dated December 2, 2020, in the amount of $40,000 December 2, 2021 12% $ 40,000 $ 40,000 Convertible note agreement dated April 6, 2021, in the amount of $53,000 April 6, 2022 12% $ — $ 53,000 Convertible note agreement dated April 7, 2021, in the amount of $111,555 April 7, 2022 10% $ 111,555 $ 111,555 Convertible note agreement dated April 12, 2021, in the amount of $43,000 April 12, 2022 12% $ 29,500 $ 43,000 Convertible note agreement dated April 20, 2021, in the amount of $43,750 and due on April 7, 2022 12% $ 65,625 $ 43,750 Convertible note agreement dated August 5, 2021, in the amount of $500,000 August 5, 2022 $ 500,000 $ — Convertible note agreement dated August 10, 2021, in the amount of $150,000 August 10, 2022 $ 150,000 $ — Convertible note agreement dated August 23, 2021, in the amount of $200,000 August 23, 2022 . $ 200,000 $ — Convertible notes total: $ 3,481,533 $ 2,631,533 |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value of Derivative Liabilities (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 |
Product Information [Line Items] | |||
Derivative Liability | $ 117,969 | $ 529,171 | $ 529,171 |
Level 1 [Member] | |||
Product Information [Line Items] | |||
Derivative Liability | |||
Level 2 [Member] | |||
Product Information [Line Items] | |||
Derivative Liability | |||
Level 3 [Member] | |||
Product Information [Line Items] | |||
Derivative Liability | $ 117,969 | $ 529,171 |
NOTE 1 _ ORGANIZATION AND DES_2
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | Oct. 24, 2012 | Nov. 16, 2017 | Oct. 31, 2021 | Oct. 31, 2020 | Aug. 10, 2021 | Aug. 05, 2021 | Jul. 31, 2021 | Jul. 01, 2021 | Jun. 06, 2021 | Jul. 31, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Notes Payable, Current | $ 52,000 | $ 520,000 | ||||||||
Professional Fees | $ 187,115 | $ 82,884 | ||||||||
Chief Executive Officer [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | a number of shares of restricted common stock equal to 5% of the Company’s issued and outstanding common stock, or 9,158,333 shares, with one-half of such shares vesting in 18 months and the other half vesting of such shares at the end of the initial term. | |||||||||
Chief Executive Officer [Member] | Year One [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 15,000 | |||||||||
Chief Executive Officer [Member] | Year Two [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 17,500 | |||||||||
Chief Executive Officer [Member] | Year Three [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 20,000 | |||||||||
Emerging Growth Advisors [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Professional Fees | 12,500 | |||||||||
Defined Benefit Plan, Benefit Obligation, Benefits Paid | 1,500 | |||||||||
Cimarron Capital [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Professional Fees | $ 5,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 10.00% | |||||||||
Leonard Tucker [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Professional Fees | $ 12,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 10.00% | |||||||||
Cimarron Capital [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Loans Assumed | $ 175,000 | |||||||||
Promissory Notes Nine [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Notes Payable, Current | 150,000 | $ 75,000 | $ 150,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 8.00% | ||||||||
Promissory Notes Eight [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Notes Payable, Current | $ 200,000 | $ 250,000 | $ 200,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 8.00% | ||||||||
Promissory Notes Eight A [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||||
Series F Preferred Stock [Member] | ||||||||||
Preferred Stock, Shares Issued | 4,400,000 | 4,400,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Series E Preferred Stock [Member] | ||||||||||
Preferred Stock, Shares Issued | 900,000 | 900,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Series E Preferred Stock [Member] | Emerging Growth Advisors [Member] | ||||||||||
Preferred Stock, Shares Issued | 900,000 | |||||||||
Series E Preferred Stock [Member] | Cimarron Capital [Member] | ||||||||||
Preferred Stock, Shares Issued | 900,000 | |||||||||
Series E Preferred Stock [Member] | Leonard Tucker [Member] | ||||||||||
Preferred Stock, Shares Issued | 1,800,000 | |||||||||
Series D Preferred Stock [Member] | Emerging Growth Advisors [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 6,000,000 | |||||||||
Availa Bio [Member] | Series F Preferred Stock [Member] | ||||||||||
Preferred Stock, Shares Issued | 4,400,000 | |||||||||
Asset Management Company [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 55,000,000 | |||||||||
Stock Issued During Period, Shares, Stock Splits | 2,200,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 6,000 | |||||||||
Merger [Member] | ||||||||||
Preferred Stock, Shares Issued | 1,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||
Convertible Preferred Stock, Settlement Terms | conversion and voting rights of 72.5 votes for each share, representing approximately 90.2% of the voting rights. |
NOTE 2 - SUMMARY OF SIGNIFICA_5
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jul. 31, 2021 | Jul. 31, 2020 |
Accounting Policies [Abstract] | ||
Allowance for Doubtful Accounts, Premiums and Other Receivables | $ 0 | $ 0 |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization | 54,475 | |
Finance Lease, Liability, Payment, Due | $ 57,064 |
NOTE 3 _ GOING CONCERN (Details
NOTE 3 – GOING CONCERN (Details Narrative) | Jul. 31, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Investment Company, Distributable Earnings (Loss), Accumulated Appreciation (Depreciation) | $ 31,538,682 |
NOTE 4 - DISCONTINUED OPERATION
NOTE 4 - DISCONTINUED OPERATIONS - Liabilities of Discontinued Operations (Details) - USD ($) | Oct. 31, 2021 | Jul. 31, 2020 |
Product Information [Line Items] | ||
Accounts Payable and Accrued Liabilities, Current | $ 1,166,641 | $ 1,058,606 |
Assets Of Discontinued Operations [Member] | ||
Product Information [Line Items] | ||
Accounts Receivable, after Allowance for Credit Loss | 460,262 | 460,262 |
Long-term Line of Credit | 289,242 | 289,242 |
Other Deferred Credits, Current | 14,833 | 14,833 |
Accounts Payable and Accrued Liabilities, Current | 64,663 | 64,663 |
Receivable for Recovery of Import Duties, Net | 6,019 | 6,019 |
[custom:HST-0] | 2,759 | 2,759 |
Discontinued Operation, Amounts of Material Contingent Liabilities Remaining | $ 837,778 | $ 837,778 |
NOTE 4 _ DISCONTINUED OPERATI_3
NOTE 4 – DISCONTINUED OPERATIONS (Details Narrative) | Nov. 06, 2019USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Sold under Agreements to Repurchase, Market Value | $ 54,296 |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | $ 10 |
NOTE 5 - PROMISSORY NOTES - Sch
NOTE 5 - PROMISSORY NOTES - Schedule of Promissory Notes (Details) - USD ($) | 3 Months Ended | ||||||||
Oct. 31, 2021 | Aug. 10, 2021 | Aug. 05, 2021 | Jul. 31, 2021 | Jun. 06, 2021 | Jul. 31, 2020 | Feb. 04, 2020 | Jul. 18, 2018 | Mar. 08, 2018 | |
Short-term Debt [Line Items] | |||||||||
Notes Payable, Current | $ 52,000 | $ 520,000 | |||||||
Notes and Loans Payable, Current | 520,000 | $ 520,000 | |||||||
Long-term Debt and Lease Obligation, Including Current Maturities | 520,000 | 520,000 | |||||||
Long-term Debt | |||||||||
Promissory Notes Five [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | Mar. 8, 2019 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||
Notes Payable, Current | $ 30,000 | 30,000 | |||||||
Promissory Notes Six [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jul. 18, 2019 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Notes Payable, Current | $ 135,000 | 135,000 | |||||||
Promissory Notes Seven [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | Feb. 4, 2021 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | ||||||||
Notes Payable, Current | $ 5,000 | 5,000 | |||||||
Promissory Notes Eight [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jun. 6, 2022 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 8.00% | |||||||
Notes Payable, Current | $ 200,000 | $ 250,000 | 200,000 | ||||||
Promissory Notes Nine [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jun. 6, 2022 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 8.00% | |||||||
Notes Payable, Current | $ 150,000 | $ 75,000 | $ 150,000 |
NOTE 6 - CONVERTIBLE DEBT - Sum
NOTE 6 - CONVERTIBLE DEBT - Summary of Convertible Debt (Details) - USD ($) | Aug. 10, 2021 | Aug. 05, 2021 | Apr. 12, 2021 | Apr. 07, 2021 | Apr. 06, 2021 | Dec. 04, 2019 | Sep. 04, 2019 | Aug. 06, 2019 | Mar. 13, 2019 | Aug. 23, 2021 | Dec. 02, 2020 | Apr. 15, 2020 | Aug. 19, 2019 | Jun. 28, 2019 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Feb. 20, 2018 | Nov. 01, 2013 |
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Notes Payable | $ 1,034,000 | ||||||||||||||||||
Convertible Debt, Current | $ 3,481,533 | $ 2,631,533 | |||||||||||||||||
Convertible Debt One [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 30,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.002250 | ||||||||||||||||||
Convertible Notes Payable | $ 11,041 | 11,041 | |||||||||||||||||
Convertible Debt Two [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 1,034,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.028712 | ||||||||||||||||||
Convertible Notes Payable | $ 1,034,000 | 1,034,000 | |||||||||||||||||
Convertible Debt Three [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 800,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | ||||||||||||||||||
Convertible Notes Payable | 800,000 | 800,000 | |||||||||||||||||
Debt Instrument, Maturity Date | Mar. 20, 2020 | ||||||||||||||||||
Going Concern [Abstract] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 300,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||||||||||||
Convertible Notes Payable | 300,000 | 300,000 | |||||||||||||||||
Debt Instrument, Maturity Date | Jun. 28, 2020 | ||||||||||||||||||
Convertible Debt Five [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 31,500 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||||||||||||
Convertible Notes Payable | 31,500 | 31,500 | |||||||||||||||||
Debt Instrument, Maturity Date | Aug. 6, 2020 | ||||||||||||||||||
Convertible Debt One [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 3,800 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | ||||||||||||||||||
Convertible Notes Payable | 3,800 | 3,800 | |||||||||||||||||
Debt Instrument, Maturity Date | Aug. 19, 2020 | ||||||||||||||||||
Convertible Debt Seven [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 36,500 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 20.00% | ||||||||||||||||||
Convertible Notes Payable | 36,500 | 36,500 | |||||||||||||||||
Debt Instrument, Maturity Date | Sep. 4, 2020 | ||||||||||||||||||
Convertible Debt Eight [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 95,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Convertible Notes Payable | 147,500 | 147,500 | |||||||||||||||||
Debt Instrument, Maturity Date | Dec. 4, 2020 | ||||||||||||||||||
Convertible Debt Twelve [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 31,500 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Convertible Notes Payable | 15,887 | 15,877 | |||||||||||||||||
Debt Instrument, Maturity Date | Apr. 15, 2021 | ||||||||||||||||||
Convertible Debt Thirteen [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 40,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Convertible Notes Payable | 40,000 | 40,000 | |||||||||||||||||
Debt Instrument, Maturity Date | Dec. 2, 2021 | ||||||||||||||||||
Convertible Debt Fourteen [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 53,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Convertible Notes Payable | 53,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 6, 2022 | ||||||||||||||||||
Convertible Debt Fifteen [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 111,555 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Convertible Notes Payable | 111,555 | 111,555 | |||||||||||||||||
Debt Instrument, Maturity Date | Apr. 7, 2022 | ||||||||||||||||||
Convertible Debt Sixteen [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 43,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Convertible Notes Payable | 29,500 | 43,000 | |||||||||||||||||
Debt Instrument, Maturity Date | Apr. 12, 2022 | ||||||||||||||||||
Convertible Debt Seventeen [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 43,750 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Convertible Notes Payable | 65,625 | 43,750 | |||||||||||||||||
Debt Instrument, Maturity Date | Apr. 7, 2022 | ||||||||||||||||||
Convertible Debt Eighteen [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 500,000 | ||||||||||||||||||
Convertible Notes Payable | 500,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 5, 2022 | ||||||||||||||||||
Convertible Debt Nineteen [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 150,000 | ||||||||||||||||||
Convertible Notes Payable | 150,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 10, 2022 | ||||||||||||||||||
Convertible Debt Twenty [Member] | |||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||
Convertible Debt | $ 200,000 | ||||||||||||||||||
Convertible Notes Payable | $ 200,000 | ||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 23, 2022 |
NOTE 5 _ PROMISSORY NOTES (Deta
NOTE 5 – PROMISSORY NOTES (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest Expense, Debt, Excluding Amortization | $ 370,500 | $ 370,500 |
NOTE 6 - CONVERTIBLE DEBT (Deta
NOTE 6 - CONVERTIBLE DEBT (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 26, 2021 | Aug. 25, 2021 | Aug. 10, 2021 | Aug. 05, 2021 | Jul. 31, 2021 | Jun. 06, 2021 | Jul. 31, 2020 | |
Short-term Debt [Line Items] | |||||||||
Interest Expense, Long-term Debt | $ 238,396 | ||||||||
Debt Instrument, Unamortized Discount | 569,833 | ||||||||
Notes Payable, Current | 52,000 | $ 520,000 | |||||||
Interest Expense, Debt | 105,100 | $ 100,457 | |||||||
Promissory Notes Eight [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||
Notes Payable, Current | 200,000 | $ 250,000 | $ 200,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 8.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | ||||||||
Promissory Notes Nine [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||||
Notes Payable, Current | 150,000 | $ 75,000 | $ 150,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 8.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | ||||||||
Promissory Notes Ten [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||||
Notes Payable, Current | $ 100,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | ||||||||
Promissory Notes Eleven [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 168,000 | ||||||||
Notes Payable, Current | $ 84,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||
Initial Valuation Of Two Variable Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | 529,171 | ||||||||
Debt Conversion, Original Debt, Amount | $ 118,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 20,466,992 | ||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ 151,752 | ||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0055 to $0.0062, the closing stock price of the Company's common stock on the dates of valuation ranging from $0.010 to $0.012, an expected dividend yield of 0%, expected volatility ranging from 235% to 285%, risk-free interest rates ranging from 0.1% to 0.14%, and expected terms ranging from 0.046 to 0.5 years. | ||||||||
Subsequent Valuation Of Two Variable Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 117,969 | ||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0050 to $0.0053, the closing stock price of the Company's common stock on the date of valuation of $0.009, an expected dividend yield of 0%, expected volatility of 235%, risk-free interest rate of 0.15%, and an expected term ranging from 0.45 to 0.5 years. | ||||||||
Derivative, Loss on Derivative | $ 259,450 |
NOTE 7 _ RELATED PARTY TRANSA_2
NOTE 7 – RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 20, 2018 | Oct. 31, 2021 | Oct. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Increase (Decrease) in Notes Payable, Related Parties | $ 2,076 | $ 0 | |
Due to Related Parties, Current | 523,854 | 386,404 | |
Professional Fees | 187,115 | 82,884 | |
Convertible Notes Payable | $ 1,034,000 | ||
Proceeds from Related Party Debt | $ 1,800 | 32,900 | |
Debt Instrument, Interest Rate During Period | 10.00% | ||
Payments for (Proceeds from) Loans Receivable | $ 153,217 | ||
Interest Expense, Related Party | 21,759 | 21,759 | |
Consulting [Member] | |||
Related Party Transaction [Line Items] | |||
Professional Fees | $ 159,615 | $ 44,484 | |
Advance Note Payable [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Related Party Debt | $ 175,000 |
NOTE 8 _ STOCKHOLDERS_ EQUITY_2
NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - $ / shares | 3 Months Ended | |
Oct. 31, 2021 | Jul. 31, 2021 | |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 500,000,000 | 250,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | |
Common Stock, Shares, Outstanding | 219,468,674 | 189,561,572 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 20,466,992 | |
Stock Issued During Period, Shares, Issued for Services | 9,440,110 | |
Common Stock Issuable [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Subscribed but Unissued | 290,000,000 | 290,000,000 |
Series E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Outstanding | 900,000 | 900,000 |
Preferred Stock, Participation Rights | The holders of the Series E convertible preferred stock shall have anti-dilution rights during the two-year period after the Series E convertible preferred converted into shares of Common Stock at its then effective conversion rate. The anti-dilution rights shall be pro-rata to the holder's ownership of the Series E convertible preferred stock. The Company agrees to assure that the holders of the Series E convertible preferred stock shall have and maintain at all times, full Ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 36%,calculated on a fully diluted basis | |
Series F Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 4,400,000 | 4,400,000 |
Preferred Stock, Shares Outstanding | 4,400,000 | 4,400,000 |
Preferred Stock, Participation Rights | The holders of the Series F convertible preferred stock shall have anti-dilution rights during the two-year period after the Series F convertible preferred converted into shares of Common Stock at its then effective conversion rate. The anti-dilution rights shall be pro-rata to the holder's ownership of the Series F convertible preferred stock. The Company agrees to assure that the holders of the Series E convertible preferred stock shall have and maintain at all times, full Ratchet anti-dilution protection rights as to the total number of issued and outstanding shares of common stock and preferred stock of the Company from time to time, at the rate of 44%,calculated on a fully diluted basis. | |
Preferred Class E [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 3,600,000 | 3,600,000 |
Preferred Stock, Convertible, Terms | Each share is non-voting and convertible into 100 shares of common stock. Each share is treated pari passu with common stock, adjusted for conversion, in relation to dividends and liquidation preferences. | |
Preferred Class F [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 4,400,000 | |
Preferred Stock, Convertible, Terms | Each share is non-voting and convertible into 100 shares of common stock. Each share is treated pari passu with common stock, adjusted for conversion, in relation to dividends and liquidation preferences. |
NOTE 9 _ WARRANT (Details Narra
NOTE 9 – WARRANT (Details Narrative) - USD ($) | Apr. 23, 2020 | Apr. 15, 2020 |
Warrant 1 [Member] | ||
Warrants and Rights Outstanding, Term | 5 years | |
Convertible Debt | $ 31,500 | |
Convertible Preferred Stock, Shares Issued upon Conversion | 437,500 | |
Debt Instrument, Convertible, Conversion Price | $ 0.12 | |
Warrant 2 [Member] | ||
Warrants and Rights Outstanding, Term | 3 years | |
Convertible Debt | $ 75,000 | |
Debt Instrument, Convertible, Conversion Price | $ 0.15 |
NOTE 10 _ COMMITMENTS AND CON_2
NOTE 10 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2021 | Sep. 01, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, Finance Lease, Term of Contract | 6 months | |
Lease, Cost | $ 1,200 |