Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2020 | Dec. 30, 2020 | |
Cover [Abstract] | ||
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 | Yes | |
Document Period End Date | Oct. 31, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 470,276,740 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 168,824 | $ 166,941 |
Prepaid expenses | 24,475 | 9,559 |
Total Current Assets | 193,299 | 176,500 |
Property, plant and equipment, net | 1,054 | 1,449 |
Other Assets | ||
Deposits | 6,921 | 6,921 |
Total Other Assets | 6,921 | 6,921 |
TOTAL ASSETS | 201,274 | 184,870 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 881,583 | 836,290 |
Loan payable | 127,844 | 127,844 |
Convertible debentures | 297,531 | 281,351 |
Accrued salaries and payroll taxes, related parties | 1,801,458 | 1,795,071 |
Total Current Liabilities | 3,108,416 | 3,040,556 |
Long-Term Liabilities | ||
Loan payable | 963 | 1,234 |
TOTAL LIABILITIES | 3,109,379 | 3,041,790 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of October 31, 2020 and July 31, 2020 | 10,000 | 10,000 |
Common stock, par value $0.001, 900,000,000 shares authorized, 470,276,740 shares issued and outstanding as of October 31, 2020; 462,730,684 shares issued and outstanding as of July 31, 2020 | 470,277 | 462,731 |
Stock subscription receivable | 0 | (20,000) |
Additional paid-in capital | 9,359,941 | 8,597,401 |
Accumulated deficit | (12,748,223) | (11,906,952) |
Accumulated other comprehensive loss | (100) | (100) |
TOTAL STOCKHOLDERS' DEFICIT | (2,908,105) | (2,856,920) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 201,274 | $ 184,870 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2020 | Jul. 31, 2020 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
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 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 470,276,740 | 462,730,684 |
Common stock, shares outstanding | 470,276,740 | 462,730,684 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ 528,416 | $ 262,975 |
Professional fees | 13,150 | 40,291 |
Total Operating Expenses | 541,566 | 303,266 |
LOSS FROM OPERATIONS | (541,566) | (303,266) |
OTHER EXPENSE | ||
Interest expense | 7,442 | 17,628 |
Loss on change in fair value of convertible debt | 292,263 | 106,263 |
Total Other Expense | 299,705 | 123,891 |
LOSS BEFORE INCOME TAXES | (841,271) | (427,157) |
NET LOSS | (841,271) | (427,157) |
TOTAL COMPREHENSIVE LOSS | $ (841,271) | $ (427,157) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | 468,104,075 | 411,501,009 |
Statement of Stockholders (Defi
Statement of Stockholders (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Accumulated (Deficit) | Accumulated other comprehensive loss | Stock subscription receivable |
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 | $ 0 | 347,761 | 0 | 0 | |
Sale of common stock, shares | 2,000,000 | ||||||
Sale of common stock, amount | 80,000 | $ 2,000 | $ 0 | 78,000 | 0 | 0 | |
Common stock warrants issued and valued | 6,595 | $ 0 | $ 0 | 6,595 | 0 | 0 | |
Common shares issued for exercise of warrants, shares | 3,696,973 | ||||||
Common shares issued for exercise of warrants, amount | 0 | $ 3,697 | $ 0 | (3,697) | 0 | 0 | |
Net loss | (427,157) | $ 0 | $ 0 | 0 | (427,157) | 0 | |
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) | |
Balance, shares at Jul. 31, 2020 | 462,730,684 | 10,000,000 | |||||
Balance, amount at Jul. 31, 2020 | (2,856,920) | $ 462,731 | $ 10,000 | 8,597,401 | (11,906,952) | (100) | $ (20,000) |
Common shares issued for conversion of debt and interest, shares | 2,564,695 | ||||||
Common shares issued for conversion of debt and interest, amount | 503,449 | $ 2,565 | $ 0 | 500,884 | 0 | 0 | 0 |
Common shares issued for exercise of warrants, shares | 4,235,111 | ||||||
Common shares issued for exercise of warrants, amount | 0 | $ 4,235 | $ 0 | (4,235) | 0 | 0 | 0 |
Net loss | (841,271) | $ 0 | $ 0 | 0 | (841,271) | 0 | 0 |
Restricted shares issued for consulting services and fees, shares | 1,246,250 | ||||||
Restricted shares issued for consulting services and fees, amount | 286,637 | $ 1,246 | $ 0 | 285,391 | 0 | 0 | 0 |
Common shares cancelled, shares | (500,000) | ||||||
Common shares cancelled, amount | 0 | $ (500) | $ 0 | (19,500) | 0 | 0 | 20,000 |
Balance, shares at Oct. 31, 2020 | 470,276,740 | 10,000,000 | |||||
Balance, amount at Oct. 31, 2020 | $ (2,908,105) | $ 470,277 | $ 10,000 | $ 9,359,941 | $ (12,748,223) | $ (100) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (841,271) | $ (427,157) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Depreciation expense | 395 | 395 |
Financing fees | 6,500 | 32,648 |
Loss on change in fair value of convertible debt | 292,263 | 106,263 |
Expenses paid by shareholder | 5,048 | 8,575 |
Issuance of stock for services and fees | 286,637 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (14,916) | (2,035) |
Accounts payable | 45,021 | 58,088 |
Accrued expenses | 5,867 | 5,250 |
Accrued salaries and payroll taxes, related parties | 6,387 | (9,061) |
Net cash (used) in operating activities | (208,069) | (227,034) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan, related party | 0 | 1,000 |
Repayments of loan, related party | (5,048) | (9,575) |
Proceeds from sale of common stock | 0 | 80,000 |
Proceeds from sale of convertible debt | 215,000 | 297,500 |
Net cash provided by financing activities | 209,952 | 368,925 |
Net increase in cash | 1,883 | 141,891 |
Cash and cash equivalents - beginning of period | 166,941 | 70,456 |
Cash and cash equivalents - end of period | 168,824 | 212,347 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 591 | 134 |
Supplemental Non-Cash Activity Disclosures | ||
Stock issued for convertible interest | 33,235 | 31,778 |
Stock issued for convertible debt | 470,214 | 320,813 |
Cashless exercise of warrants | 4,235 | 3,697 |
Stock cancellation of stock subscription | $ (20,000) | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Oct. 31, 2020 | |
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, 2020 | |
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 November 19, 2020. 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, basic 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, 2020 and July 31, 2020, the Company has convertible notes with a total base principal of $239,000 and $100,500, respectively, which become convertible in 180 days. There is a potential for 2,025,756 shares if the principal of $239,000 were converted at October 31, 2020. These notes will have a dilutive effect on common stock for the three months ended October 31, 2020. 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, 2020, the Company no longer has any outstanding common stock purchase warrants. 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. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has reviewed these provisions and will apply to the fiscal year which begins August 1, 2021, as we follow the private company effective dates as an Emerging Growth Company which have been extended due to COVID-19. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Oct. 31, 2020 | |
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 $841,271 and had net cash used in operations of $208,069 for the three months ended October 31, 2020 and had an accumulated deficit and working capital deficit of $12,748,223 and $2,915,117 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, 2020 | |
DEBT | |
NOTE 4 - DEBT | As of October 31, 2020, there were no shares of common stock that could be issued for convertible debt as shown in Note 9 - Subsequent Events as the notes were not convertible at October 31, 2020. For the three months ended October 31, 2020, the Company received proceeds of $215,000 from convertible notes, which was net of $6,000 in fees deducted and converted $503,449 of convertible notes and interest. There was a $292,263 loss on change in fair value of convertible debt in total. For the year ended July 31, 2020, the Company received proceeds of $297,500 from convertible notes, which was net of $30,500 in fees deducted and converted $4,921,471 of convertible notes and interest. There was a $3,991,040 loss on change in fair value of convertible debt in total. A summary of debt at October 31, 2020 and July 31, 2020 is as follows: October 31, July 31, 2020 2020 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 9 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 $7,157. 76,531 69,374 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 was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $285,106. - 211,977 Convertible debenture, unsecured, interest bearing at 10% per annum, issued September 21, 2020 in the amount of $153,000 with fees of $3,000 and cash proceeds of $150,000, convertible at March 20, 2021 with conversion price at a discount rate of 39% 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 21, 2021. 153,000 - Convertible debenture, unsecured, interest bearing at 10% per annum, issued October 12, 2020 in the amount of $68,000 with fees of $3,000 and cash proceeds of $65,000, convertible at April 10, 2021 with conversion price at a discount rate of 39% 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 August 12, 2021. 68,000 - Remaining unpaid portion due AT&T regarding cell phone installments 963 1,234 Total Debt 426,338 410,429 Less: Current Maturities 425,375 409,195 Total Long-Term Debt $ 963 $ 1,234 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Oct. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | As of October 31, 2020, the CEO and two other members of management and one other employee had earned accrued unpaid salary in the amount of $1,733,019. Accrued salaries of $1,733,019 combined with accrued payroll taxes of $68,439 for a total accrued related party salaries and payroll tax of $1,801,458 for the period from June 2015 until October 31, 2020. Also, Mr. Michael Ward, President, was owed $5,048 for monies outlaid on behalf of the Company which was netted for $5,048 in payments received leaving a net due Mr. Ward of $0 at October 31, 2020. During the year ended July 31, 2020, Mr. Michael Ward, President, provided $10,100 directly to the Company during the year with an additional $29,642 owed for monies outlaid on behalf of the Company for a total loan amount of $39,742 which was netted for $39,742 in payments received leaving a net due Mr. Ward of $0 at July 31, 2020. |
LEASES
LEASES | 3 Months Ended |
Oct. 31, 2020 | |
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 thirteen (13) 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 $56,604 and $84,906 for the three months ended October 31, 2020 and for the year ended July 31, 2020, respectively. Below is the schedule of rent for the remaining Lease term as of October 31, 2020. Year Ending Amount July 31, 2021 $ 56,604 July 31, 2022 84,906 Total Remaining Base Rent $ 141,510 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2020 | |
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, 2020. Interest will continue accruing after October 31, 2020 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, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 8- EQUITY | During the three months ended October 31, 2020, the Company issued 2,564,695 shares of common stock for conversion of a convertible note totaling $82,500 with a fair value of $470,214 for the debt and a fair value of $33,236 for the interest totaling $503,449. Also, the Company issued a total of 4,235,111 shares of common stock as a cashless exercise of common stock warrants. On August 24, 2020, Crown Bridge Partners, LLC exercised the right to purchase 4,235,111 shares of common stock, respectively, per the Common Stock Warrants that were issued with the November 13, 2018 note. For the three months ended October 31, 2020, the Company entered into agreement for 1,246,250 shares of common stock as compensation to consultants in the amount of $286,637. For the three months ended October 31, 2020, the Company had a cancellation of stock subscription of 500,000 shares totaling $20,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Oct. 31, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 9 - SUBSEQUENT EVENTS | The Company evaluated events occurring subsequent to October 31, 2020, identifying those that are required to be disclosed as follows: On December 9, 2020, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. to issue a convertible note in the principal amount of $55,000, with unsecured, interest bearing at 10% per annum and a maturity date of September 9, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Oct. 31, 2020 | |
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 November 19, 2020. |
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, basic 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, 2020 and July 31, 2020, the Company has convertible notes with a total base principal of $239,000 and $100,500, respectively, which become convertible in 180 days. There is a potential for 2,025,756 shares if the principal of $239,000 were converted at October 31, 2020. These notes will have a dilutive effect on common stock for the three months ended October 31, 2020. 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, 2020, the Company no longer has any outstanding common stock purchase warrants. |
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. |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has reviewed these provisions and will apply to the fiscal year which begins August 1, 2021, as we follow the private company effective dates as an Emerging Growth Company which have been extended due to COVID-19. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
DEBT | |
Schedule of debt | October 31, July 31, 2020 2020 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 9 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 $7,157. 76,531 69,374 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 was convertible on March 10, 2020. The note defaulted on November 16, 2019 and a default penalty of $83,692 was added to the note and incurred default interest rate of 24%. The convertible note had a net change in fair value of $285,106. - 211,977 Convertible debenture, unsecured, interest bearing at 10% per annum, issued September 21, 2020 in the amount of $153,000 with fees of $3,000 and cash proceeds of $150,000, convertible at March 20, 2021 with conversion price at a discount rate of 39% 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 21, 2021. 153,000 - Convertible debenture, unsecured, interest bearing at 10% per annum, issued October 12, 2020 in the amount of $68,000 with fees of $3,000 and cash proceeds of $65,000, convertible at April 10, 2021 with conversion price at a discount rate of 39% 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 August 12, 2021. 68,000 - Remaining unpaid portion due AT&T regarding cell phone installments 963 1,234 Total Debt 426,338 410,429 Less: Current Maturities 425,375 409,195 Total Long-Term Debt $ 963 $ 1,234 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
LEASES | |
Schedule of rent for the remaining Lease term | Year Ending Amount July 31, 2021 $ 56,604 July 31, 2022 84,906 Total Remaining Base Rent $ 141,510 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2020 | Jul. 31, 2020 | |
Convertible note | $ 239,000 | $ 100,500 |
Convertible note, maturity Period | 180 days | |
Common stock shares issued upon conversion, shares | 2,025,756 | |
Common stock shares issued upon conversion, amount | $ 239,000 | |
Series A Preferred Stock [Member] | ||
Common stock shares issued upon conversion, shares | 10,000,000 | |
Preferred stock shares issued upon conversion, shares | 200,000,000 | |
Preferred stock, number of vote per share Description | Series A Preferred Stock which possess 20 votes per share |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2020 | |
GOING CONCERN | |||
Net loss | $ (841,271) | $ (427,157) | |
Net cash (used) in operating activities | (208,069) | $ (227,034) | |
Accumulated deficit | (12,748,223) | $ (11,906,952) | |
Working capital deficit | $ (2,915,117) |
DEBT (Details)
DEBT (Details) - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 |
Remaining unpaid portion due AT&T regarding cell phone installments | $ 963 | $ 1,234 |
Total Debt | 426,338 | 410,429 |
Less: Current Maturities | 425,375 | 409,195 |
Total Long-Term Debt | 963 | 1,234 |
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 | 76,531 | 69,374 |
Convertible Debt 1 [Member] | ||
Total Debt | 0 | $ 211,977 |
Convertible Debt 2 [Member] | ||
Total Debt | 153,000 | |
Convertible Debt 3 [Member] | ||
Total Debt | $ 68,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2020 | |
Convertible notes interest | $ 33,235 | $ 31,778 | |
Convertible Debt [Member] | |||
Convertible notes interest | 503,449 | $ 4,921,471 | |
Proceeds from convertible notes | 215,000 | 297,500 | |
Financing fees | 6,000 | 30,500 | |
Loss due to change in fair value of convertible debt | $ (292,263) | $ (3,991,040) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2020 | |
Accrued payroll taxes | $ 68,439 | ||
Accrued salaries and payroll taxes, related parties | 1,801,458 | $ 1,795,071 | |
Accrued salaries | 1,733,019 | ||
Accrued unpaid salary | 1,733,019 | ||
Proceeds from related party | 0 | $ 1,000 | |
Expenses paid by shareholder | 5,048 | $ 8,575 | |
Mr. Michael Ward [Member] | |||
Due to related parties | 0 | 0 | |
Expenses paid on behalf of acquiree companies | 39,742 | ||
Repayments of related parties | 5,048 | ||
Loan amount | $ 5,048 | 39,742 | |
Proceeds from related party | 10,100 | ||
Expenses paid by shareholder | $ 29,642 |
LEASES (Details)
LEASES (Details) | Oct. 31, 2020USD ($) |
LEASES | |
July 31, 2021 | $ 56,604 |
July 31, 2022 | 84,906 |
Total Remaining Base Rent | $ 141,510 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Jul. 31, 2020 | |
LEASES | ||
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 thirteen (13) months of this thirty-six (36) month lease, no such additional charges have been made. | |
Rent expense | $ 56,604 | $ 84,906 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Marcos Y Asociados [Member] | 3 Months Ended |
Oct. 31, 2020USD ($) | |
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, 2020. Interest will continue accruing after October 31, 2020 until it is paid. |
Commitment and contingencies acquisition amount | $ 77,844 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 24, 2020 | Oct. 31, 2020 | |
Debt conversion converted amount, accrued interest | $ 503,449 | |
Convertible note issued | $ 82,500 | |
Debt converted into common stock | 2,025,756 | |
Debt conversion converted amount, fair value | $ 470,214 | |
Share warrant issued, shares | 42,351,111 | |
Fair value of debt | $ 33,236 | |
Accredited Investor [Member] | ||
Cancellation of shares, shares | 500,000 | |
Cancellation of shares, value | $ 20,000 | |
Consultants [Member] | ||
Common stock shares issued for compensation, shares | 1,246,250 | |
Common stock shares issued for compensation, amount | $ 286,637 | |
Crown Bridge Partners LLC [Member] | ||
Common stock share purchase | 42,351,111 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Dec. 09, 2020 | Oct. 31, 2020 |
Debt converted principal amount | $ 470,214 | |
Subsequent Event [Member] | PowerUp Lending Group Ltd One [Member] | ||
Debt converted principal amount | $ 55,000 | |
Maturity date | Sep. 9, 2021 | |
Unsecured, interest bearing | 10.00% |