Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2019 | May 05, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | MIRAGE ENERGY CORPORATION | |
Entity Central Index Key | 0001623360 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | No | |
Document Period End Date | Oct. 31, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 428,806,640 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2019 | Jul. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 212,347 | $ 70,456 |
Prepaid expenses | 3,795 | 1,760 |
Total Current Assets | 216,142 | 72,216 |
Property, plant and equipment, net | 2,635 | 3,030 |
Other Assets | ||
Deposits | 6,921 | 6,921 |
Total Other Assets | 6,921 | 6,921 |
TOTAL ASSETS | 225,698 | 82,167 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 718,730 | 660,352 |
Loan payable | 127,844 | 127,844 |
Convertible debentures, net of unamortized discount | 663,229 | 580,754 |
Accrued salaries and payroll taxes, related parties | 1,852,875 | 1,861,936 |
Total Current Liabilities | 3,362,678 | 3,230,886 |
Long-Term Liabilities | ||
Loan payable | 773 | 1,063 |
TOTAL LIABILITIES | 3,363,451 | 3,230,886 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of October 31, 2019 and July 31, 2019 | 10,000 | 10,000 |
Common stock, par value $0.001, 900,000,000 shares authorized, 417,413,478 shares issued and outstanding as of October 31, 2019; 406,886,489 shares issued and outstanding as of July 31, 2019 | 417,413 | 406,886 |
Additional paid-in capital | 3,414,839 | 2,986,180 |
Accumulated deficit | (6,979,905) | (6,552,748) |
Accumulated other comprehensive loss | (100) | (100) |
TOTAL STOCKHOLDERS' (DEFICIT) | (3,137,753) | (3,149,782) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $ 225,698 | $ 82,167 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2019 | Jul. 31, 2019 |
STOCKHOLDERS' DEFICIT | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 417,413,478 | 406,886,489 |
Common stock, shares outstanding | 417,413,478 | 406,886,489 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ 262,975 | $ 212,677 |
Professional fees | 40,291 | 39,303 |
Total Operating Expenses | 303,266 | 251,980 |
LOSS FROM OPERATIONS | (303,266) | (251,980) |
OTHER EXPENSE | ||
Interest expense | 17,628 | 11,940 |
Change in fair value of convertible debt | 106,263 | 142,976 |
Total Other Expense | 123,891 | 154,916 |
LOSS BEFORE INCOME TAXES | (427,157) | (406,896) |
NET LOSS | (427,157) | (406,896) |
TOTAL COMPREHENSIVE LOSS | $ (427,157) | $ (406,896) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | 411,501,009 | 349,799,576 |
Statement of Stockholders (Defi
Statement of Stockholders (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Loss |
Balance, shares at Jul. 31, 2018 | 342,628,540 | 10,000,000 | ||||
Balance, amount at Jul. 31, 2018 | $ (2,405,977) | $ 342,628 | $ 10,000 | $ 580,540 | $ (3,339,045) | $ (100) |
Common shares issued for conversion of debt and interest, shares | 11,691,502 | |||||
Common shares issued for conversion of debt and interest, amount | 222,718 | $ 11,692 | 211,026 | |||
Net loss | (406,896) | (406,896) | ||||
Balance, shares at Oct. 31, 2018 | 354,320,042 | 10,000,000 | ||||
Balance, amount at Oct. 31, 2018 | (2,590,155) | $ 354,320 | $ 10,000 | 791,566 | (3,745,941) | (100) |
Balance, shares at Jul. 31, 2019 | 406,886,489 | 10,000,000 | ||||
Balance, amount at Jul. 31, 2019 | (3,149,782) | $ 406,886 | $ 10,000 | 2,986,180 | (6,552,748) | (100) |
Common shares issued for conversion of debt and interest, shares | 4,830,016 | |||||
Common shares issued for conversion of debt and interest, amount | 352,591 | $ 4,830 | 347,761 | |||
Net loss | (427,157) | (427,157) | ||||
Sale of common stock, shares | 2,000,000 | |||||
Sale of common stock, amount | 80,000 | $ 2,000 | 78,000 | |||
Common stock warrants issued and valued | 6,595 | 6,595 | ||||
Common shares issued for exercise of warrants, shares | 3,696,973 | |||||
Common shares issued for exercise of warrants, amount | $ 3,697 | (3,697) | ||||
Balance, shares at Oct. 31, 2019 | 417,413,478 | 10,000,000 | ||||
Balance, amount at Oct. 31, 2019 | $ (3,137,753) | $ 417,413 | $ 10,000 | $ 3,414,839 | $ (6,979,905) | $ (100) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (427,157) | $ (406,896) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Depreciation expense | 395 | 395 |
Financing Fees | 32,648 | 9,500 |
Loss on change in fair value of convertible debt | 106,263 | 142,420 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (2,035) | (389) |
Accounts payable | 66,663 | 84,411 |
Accrued expenses | 5,250 | 2,580 |
Accrued salaries and payroll taxes, related parties | (9,061) | 127,608 |
Net cash (used) in operating activities | (227,034) | (40,371) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan, related party | 1,000 | |
Repayments of loan, related party | (9,575) | (53,183) |
Proceeds from sale of common stock | 80,000 | |
Proceeds from sale of convertible debt | 297,500 | 91,500 |
Net cash provided by financing activities | 368,925 | 38,317 |
Net increase (decrease) in cash | 141,891 | (2,054) |
Cash and cash equivalents - beginning of period | 70,456 | 13,480 |
Cash and cash equivalents - end of period | 212,347 | 11,426 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 134 | 2,539 |
Supplemental Non-Cash Activity Disclosures | ||
Expenses paid by shareholder | 8,575 | 3,977 |
Stock issued for convertible interest | 31,778 | 5,215 |
Stock issued for convertible debt | 320,813 | 217,503 |
Cashless exercise of warrants | 3,697 | |
Proceeds from sale of convertible debt paid directly to vendor | $ 10,500 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Oct. 31, 2019 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Mirage Energy Corporation (formerly Bridgewater Platforms Inc.) (the “Company”) is a Nevada corporation incorporated on May 6, 2014. On May 20, 2014, the Company incorporated a Canadian subsidiary known as Bridgewater Construction Ltd. in Ontario in association with its construction business. Mirage Energy Corporation is based at 900 Isom Rd Suite 306, San Antonio, TX 78216. The Company’s fiscal year end is July 31. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Oct. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 10-K filed with the Securities and Exchange Commission on December 24, 2018. Leases In February 2016, the FASB issued guidance regarding the accounting for leases on Leases Net Income (Loss) Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, stock options and warrants for each year. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive. As of October 31, 2019, and July 31, 2019, the Company has convertible notes with a total base principal of $121,500 and $53,000, respectively, which become convertible in 180 days. There is a potential for 5,143,512 shares if the principal of $121,500 were converted at October 31, 2019. These notes will have a dilutive effect on common stock for the quarter ended October 31, 2019. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of October 31, 2019, the Company has two common stock purchase warrants open and they have not been exercised. For each warrant, there are 164,062 warrant shares issued and outstanding which upon exercise could potentially be 8,706,442 common stock shares. Basis of Consolidation These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated. Financial Instruments The Company’s notes that have become convertible are subject to ASC Topic 480, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Oct. 31, 2019 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a net loss of $427,157 and had net cash used in operations of $227,034 for the three months ended October 31, 2019 and had an accumulated deficit and working capital deficit of $6,979,905 and $3,146,536 at that date. The Company has not established an ongoing source of revenues sufficient to cover its operating cost and requires additional capital to commence its operating plan. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company may include, but not be limited to: sales of equity instruments; traditional financing, such as loans; sale of participation interests and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
DEBT
DEBT | 3 Months Ended |
Oct. 31, 2019 | |
DEBT | |
NOTE 4 - DEBT | As of October 31, 2019, the number of shares of common stock that can be issued for convertible debt as per Note 9 - Subsequent Events are 4,830,016. The other notes were not convertible at October 31, 2019. For the quarter ended October 31, 2019, there was a $106,263 loss on change in fair value of convertible debt. A summary of debt at October 31, 2019 and July 31, 2019 is as follows: October 31, July 31, 2019 2019 Note, unsecured interest bearing at 2% per annum, due July 9, 2020. $ 50,000 $ 50,000 Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 7 - Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%. 77,844 77,844 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $23,093. 50,093 54,702 Convertible debenture, unsecured, interest bearing at 10% per annum, issued November 13, 2018 in the aggregate principal amount of $105,000 and total cash proceeds of $90,000 to be funded in three (3) tranches. The principal sum due shall be prorated based on the consideration actually paid. For each tranche paid, the Company will have to provide 164,062 warrant shares for holder to purchase for a total of 492,186 warrants which are equal to 492,186 shares. During the 3rd Quarter Ended April 30, 2019, the second tranche of $35,000 was received with fees of $5,000 and cash proceeds of $30,000. The Holder shall have the right at any time to convert all or any part of outstanding and unpaid principal amount. The conversion price is the lessor of lowest traded price and lowest closing bid price with a 45% discount during the previous twenty-five (25) trading day period ending on the last complete trading day prior to the conversion dates, maturity date for first tranche of November 13, 2019. This note defaulted on November 14, 2018 and a default penalty of $17,500 was added to the first and second tranche for a total of $52,500 and incurred default interest rate of 15% for each. Also, an additional 25% discount for a total of 70% discount must be factored in the conversion price until this note is no longer outstanding. The Company received a notice of default dated May 23, 2019. During the 4th Quarter Ended July 31, 2019, $71,000 of the first tranche plus $5,250 in interest was converted and the Company issued 5,543,830 shares of common stock with a fair value of $401,538. During the conversion on Crown’s first tranche, $1,000 penalty was added on the first conversion date of 05/24/19 and a duplicate $17,500 penalty was converted by the final conversion date 07/31/19. During the 1 st 35,000 339,552 Convertible debenture, unsecured, interest bearing at 12% per annum, issued May 1, 2019 in the amount of $103,500 with fees of $3,500, cash proceeds of $100,000, convertible at October 28, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of February 28, 2020. This note became convertible on October 28, 2019. The convertible note had a net change in fair value of $103,583. 207,083 103,500 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 27, 2019 in the amount of $83,000 with fees of $3,000, cash proceeds of $80,000, convertible at December 24, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 15, 2020. This note becomes convertible on December 24, 2019. 83,000 83,000 Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 12, 2019 in the amount of $73,000 with fees of $3,000, cash proceeds of $70,000, convertible at February 8, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2020. This note becomes convertible on February 8, 2020. 73,000 - Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 24, 2019 in the amount of $55,000 with fees of $3,000, cash proceeds of $52,000, convertible at March 22, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of July 15, 2020. This note becomes convertible on March 22, 2020. 55,000 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date;, maturity date of July 12, 2020. This note becomes convertible on March 10, 2020. 82,500 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date;, maturity date of July 12, 2020. This note becomes convertible on March 10, 2020. 82,500 - Remaining unpaid portion due AT&T regarding cell phone installments 773 1,063 Total Debt 796,793 709,661 Less: Current Maturities 796,020 708,598 Total Long-Term Debt $ 773 $ 1,063 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | As of October 31, 2019, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,790,924. Accrued salaries of $1,790,924 combined with accrued payroll taxes of $61,951 for a total accrued related party salaries and payroll tax of $1,852,875 for the period from June 2015 until October 31, 2019. Also, Mr. Michael Ward, President, provided $1,000 directly to the Company with an additional $8,575 owed for monies outlaid on behalf of the Company for a total loan amount of $9,575 which was netted for $9,575 in payments received leaving a net due Mr. Ward of $0 at October 31, 2019. During the year ended July 31, 2019, Mr. Ward had a previous balance due of $2,229 with an additional $24,898 of expenses paid which increased the total amount due to $27,127 less repayments of $27,127. |
LEASES
LEASES | 3 Months Ended |
Oct. 31, 2019 | |
LEASES | |
NOTE 6 - LEASES | On June 9, 2016, the Company entered into a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period was for three (3) years beginning July 1, 2016. On July 1, 2019, the Company entered into a First Amendment to Lease Agreement at same location. The landlord continues to hold $6,921 as security which is to be returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, 2019. The Company shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after four (4) months of this thirty-six (36) month lease, no such additional charges have been made. The Company has incurred rent expense in the amount of $21,100 and $83,974 for the quarter ended October 31, 2019 and July 31, 2019, respectively. Below is the schedule of rent for the remaining Lease term as of October 31, 2019. Year Ending Amount July 31, 2020 $ 56,520 July 31, 2021 84,906 July 31, 2022 84,906 Total Remaining Base Rent $ 226,332 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | The Company committed to eighteen (18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of October 31, 2019. Interest will continue accruing after October 31, 2019 until it is paid. From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
EQUITY
EQUITY | 3 Months Ended |
Oct. 31, 2019 | |
EQUITY | |
NOTE 8 - EQUITY | During the three months ended October 31, 2019, the Company issued 4,830,016 shares of common stock for conversion of convertible notes on August 16, 2019 totaling $58,250 with a fair value of $320,813 for the debt and a fair value of $31,778 for the interest totaling $352,591. Also, the Company issued 3,696,973 shares of common stock as a cashless exercise of common stock warrants. On October 16, 2019, Crown Bridge Partners, LLC exercised the right to purchase 3,696,973 shares of common stock per the Common Stock Warrant that was issued with November 13, 2018 note. On August 5, 2019, Crown Bridge Partners, LLC funded a third tranche of $35,000 and in addition the Company will have to provide 164,062 warrant shares for holder to purchase. In the month of October 2019, the Company sold 2,000,000 shares of common stock to investors for cash proceeds of $80,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Oct. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 9 - SUBSEQUENT EVENTS | The Company evaluated events occurring subsequent to October 31, 2019, identifying those that are required to be disclosed as follows: In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. While the Company did not incur significant disruptions to its operations during the first quarter of 2020 from COVID-19, it is unable at this time to predict the impact that COVID-19 will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business. Beginning April 1, 2020, it became more difficult to schedule business trips to Mexico for the purpose of continuing our efforts to complete final documentation for our Mexican projects as certain portions of the government were not available at all times due to the COVID-19. In January 2020, the Company offered and sold 4,200,000 shares of common stock at $0.035 per share for $147,000. On February 10, 2020, Crown Bridge Partners, LLC exercised the right to purchase 4,109,828 shares of common stock per the Common Stock Warrant, adjusted for dilution, that was issued with November 13, 2018 note. In March 2020, the Company offered and sold 3,083,334 shares of common stock at $0.06 per share for $185,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Oct. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Basis of Presentation | The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s 10-K filed with the Securities and Exchange Commission on December 24, 2018. |
Leases | In February 2016, the FASB issued guidance regarding the accounting for leases on Leases |
Net Income (Loss) Per Share of Common Stock | The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible debt, stock options and warrants for each year. In the period of net loss, diluted EPS calculation is not deemed necessary as the effect would be anti-dilutive. As of October 31, 2019, and July 31, 2019, the Company has convertible notes with a total base principal of $121,500 and $53,000, respectively, which become convertible in 180 days. There is a potential for 5,143,512 shares if the principal of $121,500 were converted at October 31, 2019. These notes will have a dilutive effect on common stock for the quarter ended October 31, 2019. The Company has 10,000,000 shares of Mirage’s Series A Preferred Stock which possess 20 votes per share and are convertible into 200,000,000 common shares. As of October 31, 2019, the Company has two common stock purchase warrants open and they have not been exercised. For each warrant, there are 164,062 warrant shares issued and outstanding which upon exercise could potentially be 8,706,442 common stock shares. |
Basis of Consolidation | These financial statements include the accounts of the Company and its wholly owned subsidiaries, 4Ward Resources, Inc., Cenote Energy, S. de R.L. de C.V., WPF Transmission, Inc., and WPF Mexico Pipelines, S. de R.L. de C.V. All material intercompany balances and transactions have been eliminated. |
Financial Instruments | The Company’s notes that have become convertible are subject to ASC Topic 480, “Distinguishing Liabilities from Equity,” as the debt is a mostly fixed amount to be settled with a variable number of shares. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
DEBT (Tables) | |
Schedule of debt | October 31, July 31, 2019 2019 Note, unsecured interest bearing at 2% per annum, due July 9, 2020. $ 50,000 $ 50,000 Note, unsecured interest bearing at 7.5% per annum, due April 15, 2018. This was an accounts payable bill that was converted to a loan as per Note 7 - Commitments and Contingencies. This note is now in default as of April 16, 2018 and has a default interest of 17.5%. 77,844 77,844 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 12, 2018 in the amount of $18,000 with fees of $0 and cash proceeds of $18,000 which was paid directly to the vendor in the year ended July 31, 2018, convertible at December 9, 2018 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of March 30, 2019. This note became convertible on December 9, 2018. This note defaulted on November 14, 2018 and a default penalty of $9,000 was added to the note for a total of $27,000 and incurred default interest rate of 22%. The convertible note had a net change in fair value of $23,093. 50,093 54,702 Convertible debenture, unsecured, interest bearing at 10% per annum, issued November 13, 2018 in the aggregate principal amount of $105,000 and total cash proceeds of $90,000 to be funded in three (3) tranches. The principal sum due shall be prorated based on the consideration actually paid. For each tranche paid, the Company will have to provide 164,062 warrant shares for holder to purchase for a total of 492,186 warrants which are equal to 492,186 shares. During the 3rd Quarter Ended April 30, 2019, the second tranche of $35,000 was received with fees of $5,000 and cash proceeds of $30,000. The Holder shall have the right at any time to convert all or any part of outstanding and unpaid principal amount. The conversion price is the lessor of lowest traded price and lowest closing bid price with a 45% discount during the previous twenty-five (25) trading day period ending on the last complete trading day prior to the conversion dates, maturity date for first tranche of November 13, 2019. This note defaulted on November 14, 2018 and a default penalty of $17,500 was added to the first and second tranche for a total of $52,500 and incurred default interest rate of 15% for each. Also, an additional 25% discount for a total of 70% discount must be factored in the conversion price until this note is no longer outstanding. The Company received a notice of default dated May 23, 2019. During the 4th Quarter Ended July 31, 2019, $71,000 of the first tranche plus $5,250 in interest was converted and the Company issued 5,543,830 shares of common stock with a fair value of $401,538. During the conversion on Crown’s first tranche, $1,000 penalty was added on the first conversion date of 05/24/19 and a duplicate $17,500 penalty was converted by the final conversion date 07/31/19. During the 1 st 35,000 339,552 Convertible debenture, unsecured, interest bearing at 12% per annum, issued May 1, 2019 in the amount of $103,500 with fees of $3,500, cash proceeds of $100,000, convertible at October 28, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of February 28, 2020. This note became convertible on October 28, 2019. The convertible note had a net change in fair value of $103,583. 207,083 103,500 Convertible debenture, unsecured, interest bearing at 12% per annum, issued June 27, 2019 in the amount of $83,000 with fees of $3,000, cash proceeds of $80,000, convertible at December 24, 2019 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of April 15, 2020. This note becomes convertible on December 24, 2019. 83,000 83,000 Convertible debenture, unsecured, interest bearing at 12% per annum, issued August 12, 2019 in the amount of $73,000 with fees of $3,000, cash proceeds of $70,000, convertible at February 8, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of May 30, 2020. This note becomes convertible on February 8, 2020. 73,000 - Convertible debenture, unsecured, interest bearing at 12% per annum, issued September 24, 2019 in the amount of $55,000 with fees of $3,000, cash proceeds of $52,000, convertible at March 22, 2020 with conversion price at a discount rate of 49% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date, maturity date of July 15, 2020. This note becomes convertible on March 22, 2020. 55,000 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date;, maturity date of July 12, 2020. This note becomes convertible on March 10, 2020. 82,500 - Convertible debenture, unsecured, interest bearing at 8% per annum, issued September 12, 2019 in the amount of $82,500 with fees of $9,500 and cash proceeds of $73,000, convertible at March 10, 2020 with conversion price at a discount rate of 45% of market price which is the average of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to conversion date;, maturity date of July 12, 2020. This note becomes convertible on March 10, 2020. 82,500 - Remaining unpaid portion due AT&T regarding cell phone installments 773 1,063 Total Debt 796,793 709,661 Less: Current Maturities 796,020 708,598 Total Long-Term Debt $ 773 $ 1,063 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
LEASES (Tables) | |
Schedule of rent for the remaining Lease term | Year Ending Amount July 31, 2020 $ 56,520 July 31, 2021 84,906 July 31, 2022 84,906 Total Remaining Base Rent $ 226,332 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Narrative) | 3 Months Ended |
Oct. 31, 2019 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Narrative) | |
Date of incorporation | May 6, 2014 |
State of incorporation | Nevada |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Jul. 31, 2019 | |
Convertible note | $ 121,500 | $ 53,000 |
Convertible note, maturity Period | 180 days | |
Common stock shares issued upon conversion, shares | 5,143,512 | |
Common stock shares issued upon conversion, amount | $ 121,500 | |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 10,000,000 | |
Common stock shares issued upon conversion of preferred stock, shares | 200,000,000 | |
Preferred stock, number of vote per share Description | Series A Preferred Stock which possess 20 votes per share | |
Two Purchase Warrants [Member] | ||
Warrants Outstanding, shares | 164,062 | |
Warrants Outstanding, amount | $ 8,706,442 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | |
GOING CONCERN (Details Narrative) | |||
Net loss | $ (427,157) | $ (406,896) | |
Net cash (used) in operating activities | (227,034) | $ (40,371) | |
Accumulated deficit | (6,979,905) | $ (6,552,748) | |
Working capital deficit | $ (3,146,536) |
DEBT (Details)
DEBT (Details) - USD ($) | Oct. 31, 2019 | Jul. 31, 2019 |
Remaining unpaid portion due AT&T regarding cell phone installments | $ 773 | $ 1,063 |
Total Debt | 796,793 | 709,661 |
Less: Current Maturities | 796,020 | 708,598 |
Total Long-Term Debt | 773 | 1,063 |
Notes Payable 1 [Member] | ||
Total Debt | 50,000 | 50,000 |
Notes Payable 2 [Member] | ||
Total Debt | 77,844 | 77,844 |
Convertible Debt [Member] | ||
Total Debt | 50,093 | 54,702 |
Convertible Debt 1 [Member] | ||
Total Debt | 35,000 | 339,552 |
Convertible Debt 2 [Member] | ||
Total Debt | 207,083 | 103,500 |
Convertible Debt 3 [Member] | ||
Total Debt | 83,000 | 83,000 |
Convertible Debt 4 [Member] | ||
Total Debt | 73,000 | |
Convertible Debt 5 [Member] | ||
Total Debt | 55,000 | |
Convertible Debt 6 [Member] | ||
Total Debt | 82,500 | |
Convertible Debt 7 [Member] | ||
Total Debt | $ 82,500 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 3 Months Ended |
Oct. 31, 2019USD ($)shares | |
DEBT (Details) | |
Loss due to change in fair value of convertible debt | $ | $ (106,263) |
Common stock, shares issuable upon debt conversion | shares | 4,830,016 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | Aug. 01, 2018 | |
Accrued salaries and payroll taxes, related parties | $ 1,852,875 | $ 1,861,936 | ||
Loan payable related party, unsecured, non-interest bearing, on demand | 0 | $ 2,229 | ||
Related party debt, total | 9,575 | |||
Payment of related party debt | (9,575) | $ (53,183) | 27,127 | |
CEO And Two Other [Member] | ||||
Accrued unpaid salaries | 1,790,924 | |||
Accrued salary combined with payroll taxes | 1,790,924 | |||
Accrued payroll taxes | 61,951 | |||
Mr. Michael Ward [Member] | ||||
Loan payable related party, unsecured, non-interest bearing, on demand | 0 | 2,229 | ||
Related party debt | 1,000 | |||
Additional related party debt | 8,575 | |||
Additional expenses related to debt | $ 27,127 | $ 24,898 |
LEASES (Details)
LEASES (Details) | Oct. 31, 2019USD ($) |
LEASES (Details) | |
July 31, 2020 | $ 56,520 |
July 31, 2021 | 84,906 |
July 31, 2022 | 84,906 |
Total Remaining Base Rent | $ 226,332 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 24 Months Ended |
Oct. 31, 2019 | Jul. 31, 2019 | |
LEASES (Details Narrative) | ||
Lease agreement description | On June 9, 2016, the Company entered into a Lease Agreement for its San Antonio, Texas office lease location. The Lease Period was for three (3) years beginning July 1, 2016. On July 1, 2019, the Company entered into a First Amendment to Lease Agreement at same location. The landlord continues to hold $6,921 as security which is to be returned at the end of the new lease. The new Lease Period is three (3) years beginning July 1, 2019. The Company shall pay as additional rent all other sums of money as shall become due and payable by them under this Lease. To date after four (4) months of this thirty-six (36) month lease, no such additional charges have been made. | |
Rent expense | $ 21,100 | $ 83,974 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Marcos Y Asociados [Member] | 3 Months Ended |
Oct. 31, 2019USD ($) | |
Acquisition description | The Company committed to eighteen (18) months of Acquisition of Pipeline Rights of Way to Marcos y Asociados with a total amount of $77,844 which was due April 15, 2018 and not paid as of October 31, 2019. Interest will continue accruing after October 31, 2019 until it is paid |
Commitment and contingencies acquisition amount | $ 77,844 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Aug. 05, 2019 | Oct. 31, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 16, 2019 | Aug. 16, 2019 | Jul. 31, 2019 |
Convertible debt | $ 663,229 | $ 663,229 | $ 58,250 | $ 580,754 | |||
Debt conversion converted amount | 352,591 | ||||||
Debt conversion converted amount, principal | $ 320,813 | ||||||
Debt conversion converted instrument, shares issued | 4,830,016 | ||||||
Debt conversion converted amount, accrued interest | $ 31,778 | ||||||
Proceeds from related party debt | $ 1,000 | ||||||
Subsequent Event [Member] | JSJ Investment [Member] | |||||||
Common stock shares sold to related party | 2,000,000 | ||||||
Proceeds from sale of stock | $ 80,000 | ||||||
Crown Bridge Partners LLC [Member] | Third Tranche [Member] | |||||||
Proceeds from related party debt | $ 35,000 | ||||||
Common stock shares issuable upon exercise of warrants | 164,062 | ||||||
Crown Bridge Partners LLC [Member] | Common stock warrants [Member] | |||||||
Common stock shares issued upon exercise of convertible securities | 3,696,973 | ||||||
Common stock shares issuable upon exercise of warrants/rights exercised | 3,696,973 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 10, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Oct. 31, 2019 |
Common stock shares issued, value | $ 80,000 | |||
Subsequent Event [Member] | ||||
Common stock shares issued, value | $ 185,000 | $ 147,000 | ||
Common stock shares issued, shares | 3,083,334 | 4,200,000 | ||
Common stock shares issued, per share | $ 0.06 | $ 0.035 | ||
Subsequent Event [Member] | Crown Bridge Partners LLC [Member] | ||||
Debt issuance date | Nov. 13, 2018 | |||
Related party exercised right to purchase common stock | 4,109,828 |