RELATED PARTY CONVERTIBLE DEBT |
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Apr. 30, 2026 | |||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||
| RELATED PARTY CONVERTIBLE DEBT |
NOTE 7 - RELATED PARTY CONVERTIBLE DEBT Related party convertible notes from continued operations On August 22, 2019, the Company entered into a convertible note with Andrea Levitt, a related party, in the amount of $12,000. As of July 31, 2025 $4,500 of the principal was paid. The note will convert into Common Stock at the Company's option and bears interest at a rate of 6% annually, to be expensed at the time of conversion. The interest and maturity date on this convertible note have been waived by the lender. As a result, the Company did not recognize any interest expense from this note during the nine months ended April 30, 2026 and 2025. On August 9, 2025 the convertible note was forgiven by its holder. As the convertible note's holder was a related party the forgiveness was recorded as a capital contribution to additional paid-in capital of $7,500. As of April 30, 2026 and July 31, 2025, the balance of this convertible note was $0 and $7,500, respectively. On August 24, 2019, the Company entered into two convertible notes with Andera Capital, LLC and Somerset Health Care Advisors, both of which are related parties (who were former partners in 1stPoint Communications, LLC) in the amounts of $12,000 and $6,000 respectively. Both notes bear interest at a rate of 6% annually and any interest may be accrued as either cash or stock at the option of the Company. The interest and maturity dates on these convertible notes have been waived by the lender. As a result, the Company did not recognize any interest expense from this note during the nine months ended April 30, 2026 and 2025. The convertible notes convert at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. On August 9, 2025 the convertible notes were forgiven by their holder. As the convertible notes' holders were related parties, the forgiveness was recorded as a capital contribution to additional paid-in capital of $18,000. As of April 30, 2026 the balances of each of these notes were $0. As of July 31, 2025 the balances of each of these notes were $12,000 and $6,000. On April 20, 2020, the Company entered into a convertible note with Erik Levitt, a former Chief Financial Officer of the Company, in the amount of $36,300 with an original maturity date of April 20, 2024. The convertible note bears interest at a rate of 6% annually. The convertible note converts at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. The interest and maturity date on this note have been waived by the lender. As a result, the Company did not recognize any interest expense from this note during the nine months ended April 30, 2026 and 2025. On August 9, 2025 the convertible note was forgiven by its holder. As the holder of the convertible note was a related party, the forgiveness was recorded as a capital contribution to additional paid-in capital of $36,300. As of April 30, 2026 and July 31, 2025, the balance of this convertible note was $0 and $36,300, respectively. On February 26, 2021, the Company entered into a convertible note (the "February 2021 Convertible Note") with Michael Sevell, a Director of the Company, in the amount of $25,000. The note bears interest at a rate of 6%, compounded monthly and payable upon repayment or conversion. The interest and maturity date of the February 2021 Convertible Note have been waived by the lender. As a result, the Company did not recognize any interest expense from the February 2021 Convertible Note during the nine months ended April 30, 2026 and 2025. The convertible note converts at a 20% discount to market on the date of the proposed conversion, at the option of the Company or lender. The note has been amended several times, with an additional $1,436,806 loaned during the year ended July 31, 2025. On May 24, 2025 the Company, Michael Sevell, and Caban Global Reach Private Equity LP ("CGRPE") entered into an Assignment and Assumption Agreement, pursuant to which, Michael Sevell assigned to CGRPE the full balance of February 2021 Convertible Note. Michael Sevell and Michael Cothill, two Directors of the Company, are both Directors of CGRPE. On May 26, 2025 the Company and CGRPE entered into a debt exchange agreement (the "exchange"), pursuant to which the entire principal balance of the February 2021 Convertible Note was forgiven in exchange for 10,154,542 shares of common stock (Note 8 - Stockholders' Equity (Deficit)). As a result, the Company recognized a loss on conversion of $974,836. Immediately prior to the exchange the February 2021 Convertible Note had a principal balance of $2,680,799. As of April 30, 2026 and July 31, 2025, the balance of this note was $0. On May 2, 2025, the Company entered into a promissory note agreement ("May 2025 Convertible Note") with CGRPE, pursuant to which CGRPE agreed to fund the Company with advances in an open loan facility. All amounts lent to the Company must be repaid by May 2, 2028. Interest accrues on the May 2025 Convertible Note at a rate of 4% per annum. The outstanding principal may be converted into shares of restricted common stock at the option of the related party. The conversion price is equal to the prevailing market price on the date of conversion at a 25% discount. As of April 30, 2026 and July 31, 2025 the outstanding balance due to the May 2025 Convertible note was $518,146 and $85,946, respectively. The Company recognized interest expense of $10,450 due to the May 2025 Convertible note during the nine months ended April 30, 2026. As of April 30, 2026 and July 31, 2025, related parties convertible debt consisted of the following:
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