Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jan. 31, 2021 | Mar. 26, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | W TECHNOLOGIES, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --07-31 | |
Entity Common Stock, Shares Outstanding | 3,355,016 | |
Amendment Flag | false | |
Entity Central Index Key | 0000924396 | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jan. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
ASSETS | ||
Cash | $ 0 | $ 0 |
Total Current Assets | 0 | 0 |
TOTAL ASSETS | 0 | 0 |
LIABILITIES | ||
Accrued Expenses | 113,500 | 50,000 |
Accrued Interest Payable | 24,571 | 176,722 |
Note Payable | 43,903 | 0 |
Convertible Notes Payable (Note 6) | 613,805 | 440,405 |
Shareholder Advances ( Note 5) | 79,433 | 0 |
Derivative Liability | 184,382 | 184,382 |
Total Current Liabilities | 1,059,594 | 851,509 |
TOTAL LIABILITIES | 1,059,594 | 851,509 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred Stock | 12 | 12 |
Common Stock, $.0001 par value 10,000,000,000 shares authorized 3,355,016 Issued and Outstanding at January 31, 2021 and 2,805,016 at July 31, 2020. | 336 | 281 |
Additional paid-in-capital | 43,291,637 | 43,291,637 |
Treasury Stock | (50,250) | (50,250) |
Accumulated deficit | (44,301,429) | (44,095,689) |
Total Stockholders’ Equity (Deficit) | (1,059,594) | (851,509) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 0 | 0 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred Stock | $ 2,500 | |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred Stock | $ 100 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jan. 31, 2021 | Dec. 11, 2020 | Dec. 10, 2020 | Dec. 07, 2020 | Jul. 31, 2020 | Jan. 31, 2020 |
Preferred Stock , shares Issued | 120,000 | 120,000 | ||||
Preferred Stock , shares Outstanding | 120,000 | 120,000 | ||||
Preferred Stock , par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock , shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock, shares issued | 3,355,016 | 2,805,016 | ||||
Common stock, shares outstanding | 3,355,016 | 2,805,016 | 2,805,016 | |||
Common Stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common Stock, shares authorized | 10,000,000,000 | 10,000,000,000 | ||||
Series E Preferred Stock [Member] | ||||||
Preferred Stock , shares Issued | 0 | 25,000,000 | ||||
Preferred Stock , shares Outstanding | 0 | 25,000,000 | ||||
Series F Preferred Stock [Member] | ||||||
Preferred Stock , shares Issued | 1,000,000 | 1,000,000 | 1,000,000 | 0 | ||
Preferred Stock , shares Outstanding | 1,000,000 | 0 | ||||
Preferred Stock , shares authorized | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
OPERATING EXPENSES: | ||||
General & Administrative expenses | $ 1,720 | $ 0 | $ 2,735 | $ 3,025 |
Computer Systems | 8,708 | 0 | 9,604 | 0 |
Legal Fees | 38,769 | 0 | 59,814 | 0 |
Officer Compensation | 30,000 | 0 | 60,000 | 0 |
Professional Fees | 23,495 | 1,595 | 36,144 | 2,470 |
Travel & Entertainment | 1,858 | 0 | 13,357 | 0 |
Transfer Agent Fees | 1,037 | 0 | 3,319 | 0 |
Telephone | 1,918 | 0 | 1,918 | 0 |
Total Operating expenses | 107,505 | 1,595 | 186,891 | 5,495 |
NET OPERATING INCOME/ (LOSS) | (107,505) | (1,595) | (186,891) | (5,495) |
OTHER INCOME/(EXPENSES) | ||||
Finance and interest fees | (7,858) | (9,645) | (18,849) | (19,123) |
Total other Income/(Expense) | (7,858) | (9,645) | (18,849) | (19,123) |
NET INCOME/ (LOSS) | $ (115,363) | $ (11,240) | $ (205,740) | $ (24,618) |
Basic and Diluted Income/( Loss) per Common Share (in Dollars per share) | $ (0.03438) | $ (0.00401) | $ (0.06132) | $ (0.00877) |
Weighted Average Number of Common Shares Outstanding (in Shares) | 3,355,016 | 2,805,016 | 3,355,016 | 2,805,016 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | Jul. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net loss for the period | $ (115,363) | $ (90,378) | $ (11,240) | $ (205,740) | $ (24,618) | $ (165,248) | $ (178,714) |
Issuance of common stock for services | 55 | 0 | |||||
Increase/ (decrease) in accounts payable | 0 | 0 | |||||
Increase/ (decrease) in accrued expenses | 63,500 | 5,495 | |||||
Increase/ (decrease) in accrued interest payable | (154,551) | 19,123 | |||||
Net cash used in operating activities | (296,736) | 0 | |||||
Net cash provided by (used in) investing activities | 0 | 0 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from convertible notes payable | 43,903 | 0 | |||||
Interest included in convertible note payable | 173,400 | 0 | |||||
Proceeds from Shareholder Advances | 79,433 | 0 | |||||
Net cash provided by (used in) financing activities | 296,736 | 0 | |||||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | |||||
Cash and cash equivalents - beginning of period | $ 0 | 0 | 0 | 0 | |||
Cash and cash equivalents - end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series E Preferred Stock [Member]Preferred Stock [Member] | Series F Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Jul. 31, 2018 | $ 12 | $ 2,500 | $ 281 | $ 43,291,637 | $ (50,250) | $ (43,751,727) | $ (507,547) | |
Balance (in Shares) at Jul. 31, 2018 | 120,000 | 25,000,000 | 2,805,016 | |||||
Net Income/(Loss) | (178,714) | (178,714) | ||||||
Balance at Jul. 31, 2019 | $ 12 | $ 2,500 | $ 281 | 43,291,637 | (50,250) | (43,930,441) | (686,261) | |
Balance (in Shares) at Jul. 31, 2019 | 120,000 | 25,000,000 | 2,805,016 | |||||
Net Income/(Loss) | (165,248) | (165,248) | ||||||
Balance at Jul. 31, 2020 | $ 12 | $ 2,500 | $ 281 | 43,291,637 | (50,250) | (44,095,689) | (851,509) | |
Balance (in Shares) at Jul. 31, 2020 | 120,000 | 25,000,000 | 2,805,016 | |||||
Net Income/(Loss) | (90,378) | (90,378) | ||||||
Balance at Oct. 31, 2020 | $ 12 | $ 2,500 | $ 281 | 43,291,637 | (50,250) | (44,186,067) | (941,887) | |
Balance (in Shares) at Oct. 31, 2020 | 120,000 | 25,000,000 | 2,805,016 | |||||
Balance at Jul. 31, 2020 | $ 12 | $ 2,500 | $ 281 | 43,291,637 | (50,250) | (44,095,689) | (851,509) | |
Balance (in Shares) at Jul. 31, 2020 | 120,000 | 25,000,000 | 2,805,016 | |||||
Net Income/(Loss) | (205,740) | |||||||
Balance at Jan. 31, 2021 | $ 12 | $ 0 | $ 100 | $ 366 | 43,291,637 | (50,250) | (44,301,429) | (1,059,594) |
Balance (in Shares) at Jan. 31, 2021 | 120,000 | 0 | 1,000,000 | 3,355,016 | ||||
Balance at Oct. 31, 2020 | $ 12 | $ 2,500 | $ 281 | 43,291,637 | (50,250) | (44,186,067) | (941,887) | |
Balance (in Shares) at Oct. 31, 2020 | 120,000 | 25,000,000 | 2,805,016 | |||||
Issuance of Common Shares for services | $ 55 | 55 | 55 | |||||
Issuance of Common Shares for services (in Shares) | 550,000 | |||||||
Preferred shares cancelled | $ (2,500) | (2,500) | (2,500) | |||||
Preferred shares cancelled (in Shares) | (25,000,000) | |||||||
Sale of Preferred shares | $ 100 | 100 | 100 | |||||
Sale of Preferred shares (in Shares) | 1,000,000 | |||||||
Net Income/(Loss) | (115,363) | (115,363) | ||||||
Balance at Jan. 31, 2021 | $ 12 | $ 0 | $ 100 | $ 366 | $ 43,291,637 | $ (50,250) | $ (44,301,429) | $ (1,059,594) |
Balance (in Shares) at Jan. 31, 2021 | 120,000 | 0 | 1,000,000 | 3,355,016 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – ORGANIZATION AND BUSINESS W Technologies, (the "Company") was incorporated in the State of Nevada in 1986 as IMSCO Technologies. We reincorporated in Massachusetts in 1987 and then we reincorporated in Delaware in 1996. In 2001 we changed our name to Global Sports and Entertainment, Inc. On August 22, 2002 we changed our name to GWIN, Inc. Then on September 22, 2006 we changed our name to Winning Edge International, Inc. On October 2, 2007 we became W Technologies, Inc. The Company transitioned its business model to the sales and distribution of medical-related devices and supplies. A change in our management initiated this change in our business model in February 2020. On April 20, 2020, the Company received a proposed Letter of Intent for the exclusive and global rights to a proprietary technology designed to remove viruses. After extensive and careful due diligence of the German company warranting the technology of the devices, on June 8, 2020, the Company announced that it decided not to proceed with this transactions. On November 6, 2019, we entered into an agreement (the “11/6/19 Agreement”) with Mid Atlantic Capital Associates, Inc. (“MACA”) pursuant to which MACA would acquire a controlling equity interest in the Company through certain transactions. By Letter Agreement dated December 7, 2020, (the “12/7/20 Agreement”), the 11/9/19 Agreement was replaced in full. The 12/7/20 Agreement provides that (i) the Company would assign a new note of the Company, of which $399,832 is principal and interest of $173,400 (the “Note”) to MACA; (ii) the Company will cancel certain preferred stock of the Company; (iii) that the Company would issue 550,000 restricted shares of common stock of the Company, valued at $275,000; (iv) the issuance of a convertible note for $40,753 to MACA in repayment of expenses paid by MACA (the “Expense Note”), and (v) the issuance of 500,000 shares of newly designated Series F Preferred Stock of the Company (the “Series F Stock) to MACA. Subsequently to the execution of the 12/7/20 Agreement, the Company and MACA amended some of the terms of the 12/7/20 Agreement by oral agreement. Pursuant to such agreements, on December 9, 2020, the Company filed Certificates of Withdrawal with the Secretary of State of the State of Delaware to withdraw the Certificates of Designation for the Company’s Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, as no shares of any such series of preferred stock remained outstanding. On December 10, 2020, the Company designated 1,000,000 shares of its preferred stock as the Series F Convertible Preferred Stock (the “Series F Stock”). Each share of the Series F Stock is convertible into 200 shares of common stock, subject to customary adjustments for stock splits, etc., and has a number of votes equal to the number of shares of common stock into which it is convertible, voting with the common stock together as one class, which currently results in all 1,000,000 shares of Series F Stock having 200 million votes. On December 11, 2020, all 1,000,000 shares of Series F Stock were issued and sold to MACA for total consideration of $100. Following this sale, MACA has the ability, through its ownership of Series F Stock, to elect directors of its choosing and thus is able to control the direction of the Company. The Series F Stock also participates in distributions with the common stock on an as-converted basis. The shares of common stock as referenced in clause (iii) above were issued to Daniel Belanger as representative of certain current and prior shareholders, and the Note and the Expense Note were assigned or issued, as applicable as described above. In connection with these transactions, but prior to their full consummation, on February 21, 2020, Mikael Lundgren became the sole officer and director of the Company. Going forward, the Company will continue to identify and execute upon investment opportunities including medical equipment for the sanitation of medical devices and/or systems. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jan. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has only generated minimal revenues since inception, has sustained operating losses since inception, and has a substantial accumulated deficit of $(44,301,429) at January 31, 2021. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts. Management plans to identify adequate sources of funding to provide operating capital for continued growth. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. 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. Principals of Consolidation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Cash and Cash Equivalents The Company accounts for cash and cash equivalents under FASB ASC 305, “ Cash and Cash Equivalents Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under ASC 740 Income Taxes. 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. 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. No deferred tax assets or liabilities were recognized at January 31, 2021 or 2020, respectively. Financial Instruments The Company’s balance sheet includes certain financial instruments: primarily accounts payable, accruals and debt obligations. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. The Company has embedded derivatives associated with its convertible debt of $184,382 measured at fair value at January 31, 2021. Identical Assets Observable Inputs Unobservable Inputs January 31, 2021 (Level 1) (Level 2) (Level 3) Derivative liability $ 184,382 Total $ 184,382 The Company has embedded derivatives associated with its convertible debt of $174,300 measured at fair value at January 31, 2020. Quoted Prices in Active Markets for Significant Other Significant Unobservable Identical Assets Observable Inputs Inputs January 31, 2020 (Level 1) (Level 2) (Level 3) Derivative liability $ 174,300 Total $ 174,300 Related Parties The Company follows ASC 850, Related Party Disclosures, Stock-Based Compensation FASB ASC 718 “ Compensation Stock Compensation, The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “ Equity Based Payments to Non-Employees Recently Issued Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. Subsequent events The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued (Note 11). |
NOTE RECEIVABLE
NOTE RECEIVABLE | 6 Months Ended |
Jan. 31, 2021 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 4 – NOTE RECEIVABLE On May 15, 2018, the Company sold 50% of its inventory to a third party through execution of a promissory note receivable totaling $15,000. The promissory note receivable carries zero interest, with a one-year term, and has no conversion rights. Terms of the promissory note receivable were amended upon default by the borrower as of May 15, 2019; the original maturity date. The Company amended and extended the promissory note receivable’s maturity date to May 15, 2020 in effort to work with the borrower’s ability to repay the amount due us. Subsequent to extending the promissory note’s maturity date, and upon several attempts to collect the outstanding obligation from borrower, the Company no longer considers it collectible. The Company has opted to elect to write-off this debt as a loss on settlement of note receivable on the statement of operations for the twelve months July 31, 2020. As of January 31, 2021 and 2020, the promissory note receivable had an outstanding balance owed to the Company of $0 and $15,000, respectively. |
ADVANCES
ADVANCES | 6 Months Ended |
Jan. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | NOTE 5 – ADVANCES Prior to January 31, 2021, the Company was advanced approximately $119,386 by a former related party. The consideration advanced did not have any supporting paperwork, agreement, or formal documentation to substantiate an organized claim. Due to this, Management’s inability to substantiate the proper documentation associated with the advances described above, and lack of any collection effort(s) from outside party(s) or entity(s) asserting an interest in the consideration provided, the Company chose to write these advances off as a gain on extinguishment of debt for $5,495 and $45,746 during the fiscal years ended July 31, 2020 and 2019, respectively. During the six month period ending January 31, 2021, the Company was advanced approximately $79,433 by related parties. The advances were used to pay various operating expenses during the six months ended January 31, 2021. At January 31, 2021 and 2020, outstanding advances payable were $79,433 and $-0-, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 – CONVERTIBLE NOTES PAYABLE On June 25, 2015, the Company issued a Convertible Promissory Note (“New Note”) to an investor for $399,832. The New Note succeeds two notes issued originally in September 2006, and it superseded the terms of the September 2006 Notes pursuant to an agreement dated June 25, 2015. Terms of the New Note provide for a conversion option into common shares at a discount of 20% off-market, a weighted average interest rate of approximately 7% annual interest (payable to investor), and an original maturity date of June 25, 2016; renewable by investor. As of July 31, 2020 and 2019, the New Note was in default. The New Note was re-issued in November 2020 with a new maturity date in 2021 (see Note 11). The balance of the New Note as of July 31, 2020 and 2019 was $399,832 at the end of both periods, respectively. On December 7, 2020 an agreement was reached that a new Company note, in which $399,832 of principal and $173,400 of interest would be combined. On December 16, 2020, the Company issued the Note in the principal amount of $573,232 to MACA. The Note bears interest at the rate 8% per annum and matures on December 16, 2023. Any amount of principal or interest on the Note that is not paid when due bears interest at the rate of 22% per annum. Pursuant to the terms of the Note, MACA has the right from time to time, and at any time during the period beginning on the date which is 180 days following December 16, 2020 and ending on the later of (i) the maturity date and (ii) the date of payment of the Default Amount (as defined in the Note), each in respect of the remaining outstanding amount of the Note to convert all or any part of the outstanding and unpaid amount of the Note into fully paid and non-assessable shares of the Company’s common stock, subject to, among other things, a 4.99% equity blocker. See Note 11for additional information regarding these Notes. This New Note of $573,232 had an annual interest rate of 8% and a due date of December 16, 2023. Derivative gain (expense) and corresponding liability associated to the New Note was $1,111 and ($173,400) for the six months ending and as of January 31, 2021 and 2020, respectively. Interest expense incurred for the six months ending January 31, 2021 and July 31, 2020 on the New Note was $7,039 and $-0-, respectively. On July 31, 2020 the Company entered into a Convertible Promissory Note with an investor in exchange for $40,573 cash consideration advanced incurred during the twelve months ended July 31, 2020 for operating expenses incurred during the period. Terms of the Convertible Promissory Note provide for a conversion option into common shares to the investor at a 20% discount off market, an 8% annual interest payable to investor, and a final maturity date of July 31, 2021; renewable by the lender. Balance of the Convertible Promissory Note as of January 31, 2021 and 2020 was $12,013 and $ -0-, respectively. Derivative expense and corresponding liability associated to this Convertible Promissory Note agreement was $40,573 and $0 for the six months ending and as of January 31, 2021 and 2020, respectively. Interest expense incurred during the six months ended January 31, 2021 and 2020 on the Convertible Promissory Note was $18,849 and $19,123 respectively. During the six month period ending January 31, 2021, the Company was advanced approximately $79,433 by related parties. The advances were used to pay various operating expenses during this period. At January 31, 2021 and 2020, outstanding advances payable were $79,433 and $-0-, respectively. |
INVENTORY
INVENTORY | 6 Months Ended |
Jan. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 7 – INVENTORY Contemporaneous with the change in management on February 21, 2020 and a new business strategy, the new management found it prudent to shed itself of the remaining inventory asset. Considering that this technology-based asset is in excess of five years it was rendered nearly obsolete. In addition, based upon the non-collectability of the Note Receivable referenced in Note 4, representing the remaining 50% of the original asset acquired by the Company in 2014, management found it justifiable to remove the asset in its entirety as the asset was incapable of being valued in a justifiable manner. Inventory totals as of January 31, 2021 and 2020 were $-0- and $-0-, respectively. Inventory is recorded at the lower of cost or fair market value. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 – RELATED PARTY TRANSACTIONS For its corporate offices, the Company utilizes shared office space at 9440 Santa Monica Boulevard, Suite 301, Beverly Hills, California, 90210. Mr. Mikael Lundgren sits on the board of directors as the Company’s sole director and also serves as the Company’s Chief Executive Officer and Chief Financial Officer. As compensation for his services we are accruing annual compensation of $120,000 as of March 1, 2020 at a rate of $10,000 per month. We will continue to accrue his compensation at a monthly rate of $10,000 going forward. Accrued compensation for the six months ended January 31, 2021 and 2020 was $60,000 and $0, respectively. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jan. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – SHAREHOLDERS’ EQUITY The Company has 10,000,000,000 authorized common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. There were 3,355,016 common shares issued and outstanding at January 31, 2021 and 2,805,016 at January 31, 2020, respectively. See Note 11. Preferred Stock The Company has 50,000,000 authorized preferred shares with a par value of $0.0001 per share. There are Preferred Series A, and Preferred Series F outstanding. At January 31, 2021 there were 120,000 Series A Preferred Shares issued and outstanding; and 1,000,000 Series F Preferred Shares issued and outstanding. See Note 11. The Series A Preferred (“A Preferred”) were issued to a former officer/director who donated the A Preferred to a charity. The A Preferred has one vote for share of A Preferred being equal to the voting rights of common stock. The A Preferred is convertible on a one to one ratio, as aforesaid. Presently, the time to convert the A Preferred has elapsed so the A Preferred is basically without any value. The 1,000,000 shares of Series F Preferred (“F Preferred”) has voting rights on an as converted basis. Each share of F Preferred has 200 shares of common stock, subject to customary adjustments for stock splits, etc., and has a number of votes equal to the number of shares of common stock into which it is convertible, voting with the common stock together as one class, which currently results in all 1,000,000 shares of Series F Stock having 200 million votes. See Note 11 for the terms of the acquisition. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES Litigation, claims and assessments The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters as of January 31, 2021 or 2020, respectively. |
OTHER EVENTS
OTHER EVENTS | 6 Months Ended |
Jan. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 11 – OTHER EVENTS On November 7, 2019, an LOI (“LOI”) was signed by Sarkis Sarkissian , a holder of notes, and Serge Mersillian, then President of the Company, to sell and/or transfer all outstanding convertible promissory notes then held by Mr. Sarkissian and the Series E Preferred Stock (“Series E”) held by The CH Mornas Foundation (“Mormas”) to Mid Atlantic Capital Associates, Inc. (“MACA”), in exchange for payment of $250,000.00. By Letter Agreement dated December 7, 2020 (the “12/7/20 Agreement”), the LOI was replaced in full. The 12/7/20 Agreement provides that (i) the Company would assign a new note of the Company, of which $399,832 is principal and interest of $173,400 (the “Note”) to MACA; (ii) the Company will cancel certain preferred stock of the Company; (iii) that the Company would issue 550,000 restricted shares of common stock of the Company, valued at $275,000; (iv) the issuance of a convertible note for $40,753 to MACA in repayment of expenses paid by MACA (the “Expense Note”), and (v) the issuance of 500,000 shares of newly designated Series F Preferred Stock of the Company (the “Series F Stock) to MACA. Subsequently to the execution of the 12/7/20 Agreement, the Company and MACA amended some of the terms of the 12/7/20 Agreement by oral agreement. Pursuant to such agreements, on December 9, 2020, the Company filed Certificates of Withdrawal with the Secretary of State of the State of Delaware to withdraw the Certificates of Designation for the Company’s Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, as no shares of any such series of preferred stock remained outstanding. On December 10, 2020, the Company designated 1,000,000 shares of its preferred stock as the Series F Convertible Preferred Stock (the “Series F Stock”). Each share of the Series F Stock is convertible into 200 shares of common stock, subject to customary adjustments for stock splits, etc., and has a number of votes equal to the number of shares of common stock into which it is convertible, voting with the common stock together as one class, which currently results in all 1,000,000 shares of Series F Stock having 200 million votes. On December 11, 2020, all 1,000,000 shares of Series F Stock were issued and sold to MACA for total consideration of $100. Following this sale, MACA has the ability, through its ownership of Series F Stock, to elect directors of its choosing and thus is able to control the direction of the Company. The Series F Stock also participates in distributions with the common stock on an as-converted basis. The shares of common stock as referenced in clause (iii) above were issued to Daniel Belanger as representative of certain current and prior shareholders, and the Note and the Expense Note were assigned or issued, as applicable as described above. In connection with these transactions, but prior to their full consummation, on February 21, 2020, Mikael Lundgren became the sole officer and director of the Company. The final transaction was consummated via the 12/7/20 Agreement, and executed by Daniel Belanger on behalf of Mr. Sarkissian. MACA and the Company believed at that time that Mr. Belanger had actual and apparent authority to execute the document on behalf of the transferor. MACA paid the $250,000, as agreed and upon belief such funds were distributed to the beneficial note holders and owner of the Series E. Through due diligence the Company and MACA believe that CH Mornas was the owner of the Series E, that CH Mornas had been dissolved and that its assets had effectively been abandoned. Accordingly, the Certificate of Determination for the Series E was withdrawn in the State of Delaware. Recently, Mr. Sarkissian and his lawyer, who is also the former attorney for the Company, contacted the Company and raised a claim that the notes and/or Series E were not properly transferred by the 12/7/20 Agreement and that Mr. Belanger lacked authority to sign such agreement. No formal claim has been raised and if raised the Company and MACA believe, in light of all facts and circumstances, that it would be unfounded. Moreover, if a formal claim is raised, the Company and MACA will address the matter through the appropriate courts of competent jurisdiction. To protect investors and shareholders, the Company intends to contact Mr. Sarkissian’s trustee in bankruptcy as Mr. Sarkissian did not list either the convertible notes or the Series E as assets in such proceedings. The Trustee may try to get involved with any assets determined to be owned by Mr. Sarkissian. In addition, the attorney representing Mr. Sarkissian is the Company’s former counsel and we intend to raise the issue of conflict. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jan. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 – SUBSEQUENT EVENTS On February 16, 2021, the Company’s Form 10 became effective with the SEC and the Company is now a fully reporting company under the Securities Exchange Act of 1934, as amended. See the Company’s Form 8-K filed with the SEC on February 19, 2021. Effective as of March 8, 2021, Dr. Edward White was appointed a director of the Company. See the Company’s Form 8-K filed with the SEC on March 5, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. |
Use of Estimates, Policy [Policy Text Block] | 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. |
Consolidation, Policy [Policy Text Block] | Principals of Consolidation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company accounts for cash and cash equivalents under FASB ASC 305, “ Cash and Cash Equivalents |
Derivatives, Policy [Policy Text Block] | Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Income Tax, Policy [Policy Text Block] | Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under ASC 740 Income Taxes. 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. 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. No deferred tax assets or liabilities were recognized at January 31, 2021 or 2020, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments The Company’s balance sheet includes certain financial instruments: primarily accounts payable, accruals and debt obligations. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. The Company has embedded derivatives associated with its convertible debt of $184,382 measured at fair value at January 31, 2021. Identical Assets Observable Inputs Unobservable Inputs January 31, 2021 (Level 1) (Level 2) (Level 3) Derivative liability $ 184,382 Total $ 184,382 The Company has embedded derivatives associated with its convertible debt of $174,300 measured at fair value at January 31, 2020. Quoted Prices in Active Markets for Significant Other Significant Unobservable Identical Assets Observable Inputs Inputs January 31, 2020 (Level 1) (Level 2) (Level 3) Derivative liability $ 174,300 Total $ 174,300 |
Related Party, Policy [Policy Text Block] | Related Parties The Company follows ASC 850, Related Party Disclosures, |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation FASB ASC 718 “ Compensation Stock Compensation, The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “ Equity Based Payments to Non-Employees |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassifications Certain prior year balances have been reclassified to conform to current year presentation |
Subsequent Events, Policy [Policy Text Block] | Subsequent events The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued (Note 11). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | The Company has embedded derivatives associated with its convertible debt of $184,382 measured at fair value at January 31, 2021. Identical Assets Observable Inputs Unobservable Inputs January 31, 2021 (Level 1) (Level 2) (Level 3) Derivative liability $ 184,382 Total $ 184,382 Quoted Prices in Active Markets for Significant Other Significant Unobservable Identical Assets Observable Inputs Inputs January 31, 2020 (Level 1) (Level 2) (Level 3) Derivative liability $ 174,300 Total $ 174,300 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) - USD ($) | Dec. 11, 2020 | Dec. 10, 2020 | Dec. 07, 2020 | Jan. 31, 2021 | Jul. 31, 2020 |
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized (in Shares) | 50,000,000 | 50,000,000 | |||
Preferred Stock, Shares Issued (in Shares) | 120,000 | 120,000 | |||
Mid Atlantic Capital Associates Note [Member] | Principal [Member] | |||||
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 399,832 | ||||
Mid Atlantic Capital Associates Note [Member] | Accrued Interest [Member] | |||||
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||||
Debt Instrument, Face Amount | 173,400 | ||||
Convertible Debt [Member] | |||||
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||||
Debt Instrument, Face Amount | 40,753 | ||||
Restricted Stock [Member] | |||||
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 550,000 | ||||
Equity Issued in Business Combination, Fair Value Disclosure | 275,000 | ||||
Series F Preferred Stock [Member] | |||||
ORGANIZATION AND BUSINESS (Details) [Line Items] | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 100 | 500,000 | |||
Equity Issued in Business Combination, Fair Value Disclosure | $ 100 | ||||
Preferred Stock, Shares Authorized (in Shares) | 1,000,000 | ||||
Convertible Preferred Stock, Terms of Conversion | Each share of the Series F Stock is convertible into 200 shares of common stock, subject to customary adjustments for stock splits, etc., and has a number of votes equal to the number of shares of common stock into which it is convertible, voting with the common stock together as one class, which currently results in all 1,000,000 shares of Series F Stock having 200 million votes. | ||||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 200 | ||||
Preferred Stock, Shares Issued (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 | 0 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (44,301,429) | $ (44,095,689) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2020 |
Accounting Policies [Abstract] | |||
Derivative Liability, Current | $ 184,382 | $ 184,382 | $ 174,300 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis - USD ($) | Jan. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2020 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Derivative liability | $ 184,382 | $ 184,382 | $ 174,300 |
Total | $ 184,382 | $ 174,300 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) | May 15, 2018 | Jan. 31, 2021 | Jan. 31, 2020 |
Receivables [Abstract] | |||
Note Receivable, Interest Rate | 0.00% | ||
Financing Receivable, after Allowance for Credit Loss | $ 0 | $ 15,000 | |
Note Receivable, Decription | the Company sold 50% of its inventory to a third party through execution of a promissory note receivable totaling $15,000 |
ADVANCES (Details)
ADVANCES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | Jul. 31, 2019 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ||||
Proceeds from Other Debt | $ 119,386 | |||
Gain (Loss) on Extinguishment of Debt | $ 5,495 | $ 45,746 | ||
Proceeds from Related Party Debt | $ 79,433 | $ 0 | ||
Due to Related Parties, Current | $ 79,433 | $ 0 | $ 0 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) | Dec. 07, 2020USD ($) | Jul. 31, 2020USD ($) | Jun. 25, 2015USD ($) | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) |
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||
Proceeds from Related Party Debt | $ 79,433 | $ 0 | |||
Due to Related Parties, Current | $ 0 | 79,433 | 0 | ||
Convertible Note, June 25, 2015 [Member] | |||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 399,832 | ||||
Number of notes | 2 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | Terms of the New Note provide for a conversion option into common shares at a discount of 20% off-market | ||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||
Convertible Debt | 399,832 | ||||
Convertible Note, December 7, 2020 [Member] | |||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 573,232 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | Any amount of principal or interest on the Note that is not paid when due bears interest at the rate of 22% per annum. Pursuant to the terms of the Note, MACA has the right from time to time, and at any time during the period beginning on the date which is 180 days following December 16, 2020 and ending on the later of (i) the maturity date and (ii) the date of payment of the Default Amount (as defined in the Note), each in respect of the remaining outstanding amount of the Note to convert all or any part of the outstanding and unpaid amount of the Note into fully paid and non-assessable shares of the Company’s common stock, subject to, among other things, a 4.99% equity blocker. | ||||
Derivative, Gain (Loss) on Derivative, Net | 1,111 | (173,400) | |||
Interest Expense, Debt | 7,039 | 0 | |||
Convertible Note, December 7, 2020 [Member] | Principal [Member] | |||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount | $ 399,832 | ||||
Convertible Note, December 7, 2020 [Member] | Accrued Interest [Member] | |||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount | $ 173,400 | ||||
Convertible Note, July 31, 2020 [Member] | |||||
CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 40,573 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | Terms of the Convertible Promissory Note provide for a conversion option into common shares to the investor at a 20% discount off market | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Convertible Debt | 12,013 | ||||
Derivative, Gain (Loss) on Derivative, Net | 40,573 | 0 | |||
Interest Expense, Debt | $ 18,849 | $ 19,123 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory, Net | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Chief Executive Officer [Member] - USD ($) | Mar. 01, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 120,000 | ||
Officer Salary, Monthly Rate | $ 10,000 | ||
Employee-related Liabilities, Current | $ 60,000 | $ 0 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - $ / shares | 6 Months Ended | |||||
Jan. 31, 2021 | Dec. 11, 2020 | Dec. 10, 2020 | Dec. 07, 2020 | Jul. 31, 2020 | Jan. 31, 2020 | |
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 | ||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Voting Rights | Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. | |||||
Common Stock, Shares, Issued | 3,355,016 | 2,805,016 | ||||
Common Stock, Shares, Outstanding | 3,355,016 | 2,805,016 | 2,805,016 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Issued | 120,000 | 120,000 | ||||
Preferred Stock, Shares Outstanding | 120,000 | 120,000 | ||||
Series A Preferred Stock [Member] | ||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Issued | 120,000 | |||||
Preferred Stock, Voting Rights | The A Preferred has one vote for share of A Preferred being equal to the voting rights of common stock. | |||||
Preferred Stock, Conversion Basis | The A Preferred is convertible on a one to one ratio, as aforesaid. Presently, the time to convert the A Preferred has elapsed so the A Preferred is basically without any value. | |||||
Series F Preferred Stock [Member] | ||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | 1,000,000 | 0 | ||
Preferred Stock, Shares Outstanding | 1,000,000 | 0 | ||||
Preferred Stock, Voting Rights | The 1,000,000 shares of Series F Preferred (“F Preferred”) has voting rights on an as converted basis. Each share of F Preferred has 200 shares of common stock, subject to customary adjustments for stock splits, etc., and has a number of votes equal to the number of shares of common stock into which it is convertible, voting with the common stock together as one class, which currently results in all 1,000,000 shares of Series F Stock having 200 million votes. |
OTHER EVENTS (Details)
OTHER EVENTS (Details) - USD ($) | Dec. 11, 2020 | Dec. 10, 2020 | Dec. 07, 2020 | Jan. 31, 2021 | Jul. 31, 2020 |
OTHER EVENTS (Details) [Line Items] | |||||
Business Combination, Consideration Transferred | $ 250,000 | ||||
Preferred Stock, Shares Authorized (in Shares) | 50,000,000 | 50,000,000 | |||
Preferred Stock, Shares Issued (in Shares) | 120,000 | 120,000 | |||
Mid Atlantic Capital Associates Note [Member] | Principal [Member] | |||||
OTHER EVENTS (Details) [Line Items] | |||||
Debt Instrument, Face Amount | 399,832 | ||||
Mid Atlantic Capital Associates Note [Member] | Accrued Interest [Member] | |||||
OTHER EVENTS (Details) [Line Items] | |||||
Debt Instrument, Face Amount | 173,400 | ||||
Convertible Debt [Member] | |||||
OTHER EVENTS (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 40,753 | ||||
Series F Preferred Stock [Member] | |||||
OTHER EVENTS (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized (in Shares) | 1,000,000 | ||||
Convertible Preferred Stock, Terms of Conversion | Each share of the Series F Stock is convertible into 200 shares of common stock, subject to customary adjustments for stock splits, etc., and has a number of votes equal to the number of shares of common stock into which it is convertible, voting with the common stock together as one class, which currently results in all 1,000,000 shares of Series F Stock having 200 million votes. | ||||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 200 | ||||
Preferred Stock, Shares Issued (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 | 0 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 100 | $ 500,000 | |||
Restricted Stock [Member] | |||||
OTHER EVENTS (Details) [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 550,000 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 275,000 | ||||
Series F Preferred Stock [Member] | |||||
OTHER EVENTS (Details) [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 500,000 |