10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 000-25753

DIGERATI TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	74-2849995
(State or Other Jurisdiction of Incorporation o Organization)	(IRS Employer Identification No.)

1600 NE Loop 410, Suite 126 San Antonio, Texas	78209
Address of Principal Executive Offices	Zip Code

(210) 614-7240

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of June 13, 2018, was 11,333,781.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2018 (the “Form 10-Q”) of Digerati Technologies, Inc. is being filed solely for the purpose of furnishing Exhibit 101 (Interactive Data File) to the Form 10-Q, which was not included in the original filing of the Form 10-Q with the Securities and Exchange Commission on June 14, 2018 (the “Original Filing Date”).

No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date and does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way the disclosures made in the Form 10-Q.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are exhibits to this report.

Exhibit Number	Exhibit Title
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

1 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIGERATI TECHNOLOGIES, INC.
		(Registrant)
Date: February 13, 2019	By:	/s/ Arthur L. Smith
	Name:	Arthur L. Smith
	Title:	President and Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)
Date: February 13, 2019	By:	/s/ Antonio Estrada Jr.
	Name:	Antonio Estrada Jr.
	Title:	Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

2 

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Document and Entity Information - shares	9 Months Ended
	Apr. 30, 2018	Jun. 13, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Digerati Technologies, Inc.
Entity Central Index Key	0001014052
Trading Symbol	DTGI
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Document Type	10-Q
Document Period End Date	Apr. 30, 2018
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		11,333,781

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Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Apr. 30, 2018	Jul. 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 727	$ 673
Accounts receivable, net	8	15
Prepaid and other current assets	37	9
Escrow deposits related to acquisition	1,495
Total current assets	2,267	697
LONG-TERM ASSETS:
Intangible assets, net	268	14
Property and equipment, net	85	2
Total assets	2,620	713
CURRENT LIABILITIES:
Accounts payable	965	859
Accrued liabilities	479	365
Note payable, current, net $93 and $0, respectively	1,530
Total current liabilities	2,974	1,224
LONG-TERM LIABILITIES:
Customer deposits	132	131
Convertible debenture, net $183 and $0, respectively	17
Derivative liability	398
Note payable, long term	500
Total long-term liabilities	1,047	131
Total liabilities	4,021	1,355
Commitments and contingencies
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001, 50,000,000 shares authorized, none issued and outstanding
Common stock, $0.001, 150,000,000 shares authorized, 11,128,781 and 8,386,056 issued and outstanding, respectively	11	8
Additional paid in capital	78,771	76,986
Accumulated deficit	(80,184)	(77,637)
Other comprehensive income	1	1
Total stockholders' deficit	(1,401)	(642)
Total liabilities and stockholders' deficit	$ 2,620	$ 713

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Apr. 30, 2018	Jul. 31, 2017
Statement of Financial Position [Abstract]
Note payable, current, net	$ 93	$ 0
Convertible debenture, net	$ 183	$ 0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	11,128,781	8,386,056
Common stock, shares outstanding	11,128,781	8,386,056
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	150,000,000	150,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding

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Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Apr. 30, 2018	Apr. 30, 2017	Apr. 30, 2018	Apr. 30, 2017
OPERATING REVENUES:
Cloud-based hosted services	$ 196	$ 50	$ 403	$ 137
Total operating revenues	196	50	403	137
OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization)	106	39	249	106
Loss on disposal of unproven oil and gas properties		248		248
Selling, general and administrative expense	332	232	830	748
Stock compensation & warrant expense	354	51	1,328	426
Legal and professional fees	68	39	359	152
Depreciation and amortization expense	50	4	89	13
Total operating expenses	910	613	2,855	1,693
OPERATING LOSS	(714)	(563)	(2,452)	(1,556)
OTHER INCOME (EXPENSE):
Gain on derivative instruments	47		155
Interest income (expense)	(41)	1	(250)
Total other income (expense)	6	1	(95)
NET LOSS	$ (708)	$ (562)	$ (2,547)	$ (1,556)
LOSS PER SHARE - BASIC AND DILUTED	$ (0.06)	$ (0.08)	$ (0.26)	$ (0.26)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED	11,063,326	6,779,311	9,903,152	6,068,304

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,547)	$ (1,556)
Adjustments to reconcile net loss to cash used in by operating activities:
Loss on disposal of unproven oil and gas properties		248
Depreciation and amortization	89	13
Stock compensation and warrant expense	1,328	426
Gain on derivative instruments	(155)
Amortization of debt discount to interest expense	34
Debt discount in excess of Face value	208
Changes in operating assets and liabilities:
Accounts receivable	7	(3)
Escrow deposit related to acquisition	(1,495)
Prepaid expenses and other current assets	(28)	(10)
Accounts payable	106	23
Accrued liabilities and customer deposits	115	73
Net cash used in operating activities	(2,338)	(786)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of oil and gas property
Purchases of property & equipment		(1)
Acquisition of VoIP assets	(125)
Net cash used in investing activities	(125)	(39)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	360
Borrowings from notes payable	2,233
Repayment of principle on notes payable	(235)
Borrowings from convertible debt, net of original issue cost and discounts	159
Net cash provided by financing activities	2,517
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	54	(825)
CASH AND CASH EQUIVALENTS, beginning of period	673	1,169
CASH AND CASH EQUIVALENTS, end of period	727	344
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$ 7

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Basis of Presentation

9 Months Ended

Apr. 30, 2018

Accounting Policies [Abstract]

BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Digerati Technologies, Inc. ("we;" "us," "our," or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission. In the opinion of management, these interim financial statements contain all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements, which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended July 31, 2017 contained in the Company's Form 10-K filed on December 14, 2017 have been omitted.

Income Taxes

The effective tax rate was 0% for the nine months ended April 30, 2018 and 2017, respectively. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Since January 1, 2007, the Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the Financial Accounting Standards Board on income taxes which addresses how an entity should recognize, measure and present in the financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this guidance, the Company recognizes a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As of April 30, 2018, we have no liability for unrecognized tax benefits.

Cash and cash equivalents

The Company considers all bank deposits and highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

Reclassifications

For comparability, certain prior period amounts have been reclassified, where applicable, to conform to the financial statement presentation used in fiscal 2018. The reclassifications have no impact on net loss.

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Going Concern

9 Months Ended

Apr. 30, 2018

Going Concern [Abstract]

GOING CONCERN

NOTE 2 – GOING CONCERN

Financial Condition

Digerati’s consolidated financial statements for the period ending April 30, 2018 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. Digerati has incurred net losses and accumulated a deficit of approximately $80,184,000 since 1993 and a working capital deficit of approximately $707,000 which raises substantial doubt about Digerati’s ability to continue as a going concern.

Management Plans to Continue as a Going Concern

Management believes that current available resources will not be sufficient to fund the Company’s operations over the next 12 months. The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team in lieu of cash, or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding, the Company will seek to secure such additional funding from various possible sources, including equity or debt financing, sales of assets, or collaborative arrangements. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise additional funds, or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be unable to execute its business plan, the Company could be required to curtail its operations, and the Company may not be able to pay off its obligations, if and when they come due.

The Company will continue to work with various best-efforts funding sources to secure additional debt and equity financings. However, Digerati cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern.

Digerati’s consolidated financial statements as of April 30, 2018 do not include any adjustments that might result from the inability to implement or execute Digerati’s plans to improve our ability to continue as a going concern.

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Stock-Based Compensation

9 Months Ended

Apr. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

NOTE 3 – STOCK-BASED COMPENSATION

In November 2015, Digerati adopted the Digerati Technologies, Inc. 2015 Equity Compensation Plan (the "Plan"). The Plan, authorizes the grant of up to 7.5 million stock options, restricted common shares, non-restricted common shares and other awards to employees, directors, and certain other persons. The Plan is intended to permit Digerati to retain and attract qualified individuals who will contribute to the overall success of Digerati. Digerati's Board of Directors determines the terms of any grants under the Plan. Exercise prices of all stock options and other awards vary based on the market price of the shares of common stock as of the date of grant. The stock options, restricted common stock, non-restricted common stock and other awards vest based on the terms of the individual grant.

During the nine months ended April 30, 2018, we issued:

● 644,731 common shares to various employees as part of the Company's profit sharing plan contribution. The Company recognized stock-based compensation expense of approximately $226,000 equivalent to the value of the shares calculated based on the share's closing price at the grant dates. (See Note 4)

● 515,493 common shares to management for services in lieu of cash compensation. The Company recognized stock-based compensation expense of approximately $155,000 equivalent to the value of the shares calculated based on the share's closing price at the grant dates. (See Note 5)

● 1,025,000 options to purchase common shares to various employees with an exercise price of $0.35 per share and a term of 5 years. The options vest equally over a period of one year. The options have a fair market value of $218,800.

● 275,000 options to purchase common shares to various employees with an exercise price of $0.35 per share and a term of 5 years. The options vest equally over a period of two years. The options have a fair market value of $74,800.

● 545,000 options to purchase common shares to various employees with an exercise price of $0.35 per share and a term of 5 years. The options vest equally over a period of three years. The options have a fair market value of $164,900.

The fair market value of all options issued was determined using the Black-Scholes option pricing model which used the following assumptions:

Expected dividend yield	0.00	%
Expected stock price volatility	170.44	%
Risk-free interest rate	2.10	%
Expected term	1.0 - 3.0 years

Digerati recognized approximately $585,000 and $426,000 in stock-based compensation expense to employees during the nine months ended April 30, 2018 and 2017, respectively. Unamortized compensation cost totaled $338,000 and $140,000 at April 30, 2018 and April 30, 2017, respectively.

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Non-Standardized Profit Sharing Plan

9 Months Ended

Apr. 30, 2018

Non-Standarized Profit Sharing Plan [Abstract]

NON-STANDARDIZED PROFIT SHARING PLAN

NOTE 4 – NON-STANDARDIZED PROFIT SHARING PLAN

We currently provide a Non-Standardized Profit Sharing Plan ("Plan"), adopted September 15, 2006. Under the plan our employees qualify to participate in the plan after one year of employment. Contributions under the plan are based on 25% of the annual base salary of each eligible employee up to $54,000 per year. Contributions under the plan are fully vested upon funding.

During the period ended April 30, 2018 and April 30, 2017, the Company issued 644,731 and 1,003,966, respectively, common shares to various employees as part of the Company’s profit sharing plan contribution. The Company recognized stock-based compensation expense for April 30, 2018 and April 30, 2017 of $226,000 and $241,000 respectively, equivalent to the value of the shares calculated based on the share’s closing price at the grant dates.

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Equity

9 Months Ended

Apr. 30, 2018

Stockholders' Equity Note [Abstract]

EQUITY

NOTE 5 – EQUITY

During the nine months ended April 30, 2018, the Company issued the following shares of common stock and warrants:

In August, 2017, the Company issued an aggregate of 480,000 shares of common stock for $240,000 and 3-year warrants to purchase 90,000 shares of common stock at an exercise price of $0.50 per share.

In September, 2017, the Company issued an aggregate of 12,500 shares of common stock with a market value at time of issuance of $4,375. The shares were issued for consulting services.

In October, 2017, the Company issued an aggregate of 80,000 shares of common stock for $40,000 and 3-year warrants to purchase 15,000 shares of common stock at an exercise price of $0.50 per share.

In December, 2017 the Company issued an aggregate of 644,731 shares of common stock to various employees as part of the Company’s profit sharing plan contribution. The Company recognized stock-based compensation expense of approximately $226,000 equivalent to the value of the shares calculated based on the share’s closing price at the grant dates.

In December, 2017, the Company issued an aggregate of 500,000 shares of common stock with a market value of $175,000. The shares were issued under an Asset Purchase Agreement.

In December, 2017, the Company issued an aggregate of 100,000 shares of common stock with a market value at time of issuance of $40,000. The shares were issued for consulting services.

In January, 2018, the Company issued an aggregate of 250,000 shares of common stock with a market value at time of issuance of $135,000. The shares were issued under an Equity Purchase Agreement.

In January, 2018, the Company issued 515,493 shares of common stock to management for services in lieu of cash compensation. The Company recognized stock-based compensation expense of approximately $155,000 equivalent to the value of the shares calculated based on the share’s closing price at the grant dates.

In March, 2018, the Company issued an aggregate of 160,000 shares of common stock for $80,000 and 3-year warrants to purchase 30,000 shares of common stock at an exercise price of $0.50 per share.

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Warrants

9 Months Ended

Apr. 30, 2018

Warrants [Abstract]

WARRANTS

NOTE 6 - WARRANTS

During the nine months ended April 30, 2018, the Company issued the following warrants:

In August 2017, the Company secured $240,000 from various accredited investors under a private placement and issued 480,000 shares of its common stock at a price of $0.50 per share and warrants to purchase an additional 90,000 shares of its common stock at an exercise price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity instruments and did not represent derivative instruments.

In October 2017, the Company secured $40,000 from an accredited investor under a private placement and issued 80,000 shares of its common stock at a price of $0.50 per share and warrants to purchase an additional 15,000 shares of its common stock at an exercise price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity instruments and did not represent derivative instruments.

In December 2017, Digerati issued 100,000 warrants to a consultant for services, the warrants vested at time of issuance. The warrants have a term of 5 years, with an exercise price of $0.50. At time of issuance the company recognized approximately $49,000 in warrant expense using Black-Scholes valuation. Additionally, Digerati committed to issue 100,000 warrants if the Company’s stock price traded at $0.75 per share for 10 consecutive days, to issue 100,000 warrants if the Company’s stock price traded at $1.00 per share for 10 consecutive days, and to issue 100,000 warrants if the Company’s stock price traded at $1.25 per share for 10 consecutive days. The term of the Agreement is one year. As a result of the commitment to issue additional warrants in the future, the Company recorded a derivative liability at the origination of the Agreement of $77,000. This liability was re-measured at the April 30, 2018 which resulted in a gain on change in derivative value of $50,000 during the nine month period ended.

In January 2018, Digerati issued 100,000 warrants to various consultants for services, the warrants vested at time of issuance. The warrants have a term of 5 years, with an exercise price of $0.50. At time of issuance the company recognized approximately $49,000 in warrant expense using Black-Scholes valuation. These warrants were re-priced in April 2018 to have an exercise price of $0.15 per share resulting in a charge of $1,400 during April 2018.

In January 2018, Digerati issued 220,000 warrants to a consultant for services, the warrants vested at time of issuance. The warrants have a term of 5 years, with an exercise price of $0.001. At time of issuance the company recognized approximately $119,000 in warrant expense using Black-Scholes valuation.

In March 2018, the Company secured $80,000 from an accredited investor under a private placement and issued 160,000 shares of its common stock at a price of $0.50 per share and warrants to purchase an additional 30,000 shares of its common stock at an exercise price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity instruments and did not represent derivative instruments.

In March 2018, Digerati issued 300,000 warrants under a two promissory notes, the warrants vested at time of issuance. The warrants have a term of 3 years, with an exercise price of $0.10. At time of issuance the company recognized approximately $125,000 in warrant expense using Black-Scholes valuation.

In April 2018, Digerati issued 100,000 warrants under a promissory note, the warrants vested at time of issuance. The warrants have a term of 3 years, with an exercise price of $0.50. At time of issuance the company recognized approximately $29,000 in warrant expense using Black-Scholes valuation.

In April 2018, Digerati issued 300,000 warrants under a promissory note, the warrants vested at time of issuance. The warrants have a term of 5 years, with an exercise price of $0.15. At time of issuance the company recognized approximately $115,000 in warrant expense using Black-Scholes valuation.

The fair market value of all warrants issued was determined using the Black-Scholes option pricing model which used the following assumptions:

Expected dividend yield	0.00	%
Expected stock price volatility	160.93% - 176.73	%
Risk-free interest rate	2.24% - 2.80	%
Expected term	3.0 years - 5.0 years

A summary of the warrants as of April 30, 2018 and July 31, 2017 and the changes during periods are presented below:

					Weighted-average
			Weighted-average		remaining contractual
	Warrants		exercise price		term (years)
Outstanding at July 31, 2017		510,000	$	0.29		2.87
Granted		1,255,000	$	0.21		3.44
Exercised		-		-		-
Cancelled		-		-		-
Outstanding at April 30, 2018		1,765,000	$	0.23		3.00
Exercisable at April 30, 2018		1,765,000	$	0.23		3.00

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Significant Customers

9 Months Ended

Apr. 30, 2018

Risks and Uncertainties [Abstract]

SIGNIFICANT CUSTOMERS

NOTE 7 – SIGNIFICANT CUSTOMERS

During the nine months ended April 30, 2018, the Company derived a significant amount of revenue from five customers, comprising 10%, 7%, 5%, 5% and 4% of the total revenue for the period, respectively, compared to four customers, comprising 28%, 23%, 11% and 4% of the total revenue for the nine months ended April 30, 2017.

During the nine months ended April 30, 2018, the Company derived a significant amount of accounts receivable from four customers, comprising 13%, 12%, 10% and 10% of the total accounts receivable for the period, compared to three customers, comprising 63%, 11% and 9% of the total accounts receivable for the nine months ended April 30, 2017.

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Agreement and Plan of Merger

9 Months Ended

Apr. 30, 2018

Business Combinations [Abstract]

AGREEMENT AND PLAN OF MERGER

NOTE 8 – AGREEMENT AND PLAN OF MERGER

On May 8, 2017, Shift8 Technologies, In., a Nevada corporation (“Shift8 Tech” or “Shift8”), a wholly owned subsidiary of Digerati Technologies, Inc., a Nevada corporation (the “Company”), and T3 Acquisition, Inc., a Florida corporation (Acquisition Sub”), and newly formed wholly-owned subsidiary of Shift8 Tech, entered into an Agreement and Plan Merger (the “Merger Agreement”) with T3 Communications, a Florida corporation (“T3”). The Merger Agreement provides that, upon the terms and subject to the conditions thereof, the Acquisition Sub will be merged with and into T3, with T3 continuing as the surviving corporation and as a wholly-owned subsidiary of Shift8 Tech. The Company anticipates closing the transaction during fourth quarter of fiscal year 2018, the Merger has been approved by the Shareholders of T3 and is subject to certain customary closing conditions. In November 2017, under an Amendment to the Agreement and Plan of Merger, Shift8 funded to T3 a nonrefundable extension fee of $200,000 to extend the closing date until December 22, 2017. In December 2017, Shift8 funded to T3 a nonrefundable extension fee payment of $25,000 to extend the closing date until January 5, 2018. In January 2018, Shift8 funded to T3 a nonrefundable extension fee payment of $50,000 to extend the closing date until January 19, 2018. In February 2018, Shift8 funded to T3 a nonrefundable extension fee payment of $70,000 to extend the closing date until February 28, 2018. In April 2018, Shift8 funded to T3 an additional deposit of $1,150,000.

On May 2, 2018, the Company closed on the Merger Agreement with T3 Communications, Inc.

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Purchase Agreement

9 Months Ended

Apr. 30, 2018

Purchase Agreement [Abstract]

PURCHASE AGREEMENT

NOTE 9 – PURCHASE AGREEMENT

On December 1, 2017, Shift8 and Synergy Telecom, Inc., a Delaware corporation ("Synergy"), closed a transaction to acquire all the assets, assumed all customers, and critical vendor arrangements from Synergy. Shift8 acquired Synergy to increase its customer base and obtain higher efficiency of its existing infrastructure. Shift8 paid $125,000 upon execution of the agreement, issued 500,000 shares of common stock with a market value of $175,000, and entered into a promissory note for $125,000 with an effective annual interest rate of 6% with 5 quarterly payments and a maturity date of February 28, 2019.

The total purchase price was $425,000, the acquisition was accounted for under the purchase method of accounting, with Digerati identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration assumed by Digerati was allocated to customer contracts acquired, software licenses, and intangible assets based on their estimated fair values as of December 1, 2017. Allocation of the purchase price is based on the best estimates of management.

The following information summarizes the allocation of the fair values assigned to the assets at the purchase date. The allocation of fair values is preliminary and is subject to change in the future during the measurement period.

	Synergy
Non-compete Agreement	$	100,000
Customer contracts		220,000
License - software		105,000
Total identifiable assets	$	425,000
Total Purchase price	$	425,000

The following table summarizes the cost of amortizable intangible assets related to the acquisition:

	Estimated		Useful life
	Cost		(years)
License - software	$	105,000		2
Non-compete Agreement		100,000		5
Customer contracts		220,000		2
Total	$	425,000

The Company incurred approximately $10,000 in costs associated with the acquisition. These included legal, and accounting.

The Company expensed these cost during the nine months ended April 30, 2018.

Proforma

The results of Synergy Telecom, are included in the consolidated financial statements effective December 1, 2017.

The following schedule contains pro-forma consolidated results of operations for the nine months ended April 30, 2018 and 2017 as if the acquisition occurred on August 1, 2017. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on August 1, 2017, or of results that may occur in the future.

	Nine months ended April 30,
	2018						2017
	Reported			Pro Forma			Reported			Pro Forma
Revenue	$	403		$	541		$	137		$	470
Income (loss) from operations		(2,452	)		(2,480	)		(1,556	)		(1,463	)
Net income (loss)	$	(2,547	)	$	(2,575	)	$	(1,556	)	$	(1,463	)
Earnings (loss) per common share-Basic and Diluted	$	(0.26	)	$	(0.26	)	$	(0.26	)	$	(0.24	)

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Convertible Debenture

9 Months Ended

Apr. 30, 2018

Debt Disclosure [Abstract]

CONVERTIBLE DEBENTURE

NOTE 10 - CONVERTIBLE DEBENTURE

On January 12, 2018, the Company entered into a securities purchase agreement with Peak One Opportunity Fund, L.P., a Delaware limited partnership (“Peak One”). Under the agreement, Peak One agreed to purchase from us up to $600,000 aggregate principal amount of our convertible debentures (together the “Debentures” and each individual issuance a “Debenture”), bearing interest at a rate of 0% per annum, with maturity on the third anniversary of the respective date of issuance.

The Company issued the first debenture (the “Debenture”) to Peak One on January 17, 2018 in the principal amount of $200,000 for a purchase price of $180,000 and 0% percent stated interest rate. The Company paid Peak One $6,000 for legal and compliance fees. In addition, the Company paid $14,400 in other closing costs, these fees were deducted from the proceeds at time of issuance. The Company recorded these discounts and cost of $40,400 as a discount to the Debenture and they will be amortized over the term to interest expense.

The Debenture provides Peak One with the option to convert any outstanding balance under the Debenture into shares of Common Stock of the Company at a conversion price for each share of Common Stock equal to either: (i) if the date of conversion is prior to the date that is 180 days after the issuance date, $0.50, or (ii) if the date of conversion is on or after the date that is 180 days after the issuance date, the lesser of (a) $0.50 or (b) at 70% of the lowest closing bid price of the Company’s Common Stock during the twenty trading days prior to conversion, provided, further, that if either the Company is not DWAC operational at the time of conversion or the Common Stock is traded on the OTC Pink at the time of conversion, then 70% shall automatically adjust to 65% of the lowest closing bid price.

The Company may at its option call for redemption all or part of the Debentures, with the exception of any portion thereof which is the subject of a previously-delivered notice of conversion, prior to the maturity date for an amount equal to: (i) if the redemption date is 90 days or less from the date of issuance, 110% of the sum of the principal amount so redeemed plus accrued interest, if any; (ii) if the redemption date is greater than or equal to 91 days from the date of issuance and less than or equal to 120 days from the date of issuance, 115% of the sum of the principal amount so redeemed plus accrued interest, if any; (iii) if the redemption date is greater than or equal to 121 days from the date of issuance and less than or equal to 50 days from the date of issuance, 120% of the sum of the principal amount so redeemed plus accrued interest, if any; (iv) if the redemption date is greater than or equal to 151 days from the date of issuance and less than or equal to 180 days from the date of issuance, 130% of the sum of the principal amount so redeemed plus accrued interest, if any; and (v) if the redemption date is greater than or equal to 181 days from the date of issuance, 140% of the sum of the principal amount so redeemed plus accrued interest, if any.

The Company analyzed the Debenture for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. Therefore, as of the nine month period ending April 30, 2018, the company recognized a debt, net of discount of $183,333 and has a charge to noncash interest expense of $224,524. In addition, the Company has a derivative liability of $297,000 at April 30, 2018.

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Equity Purchase Agreement and Registration Rights Agreement

9 Months Ended

Apr. 30, 2018

Equity Purchase Agreement and Registration Rights Agreement [Abstract]

EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

NOTE 11 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

On January 12, 2018, the Company entered into an equity purchase agreement with Peak One, whereby, upon the terms and subject to the conditions thereof, the Peak One has agreed to purchase shares of our common stock at an aggregate price of up to $5,000,000 over the course of 24 months. In connection with the execution of the purchase agreement, we issued 250,000 shares of our common stock to Peak One as a commitment fee. At issuance, the Company recognized a non-cash expense for $135,000 for the market value of the shares issued to Peak One.

From time to time over the 24-month term, commencing on the date on which a registration statement registering the Purchase Shares becomes effective, we may, in our sole discretion, provide to Peak One with a put notice to purchase a specified number of the Purchase Shares subject to certain customary limitations. The actual amount of proceeds we receive pursuant to each put notice is to be determined by: (i) 88% of the lowest market price of the Common Stock during the ten trading days immediately prior to the date of the respective put date; and (ii) the valuation period, the period of seven trading days immediately following the clearing date associated with the respective drawdown notice; the purchase price per share shall mean the lesser of 88% of the lowest market price of the Common Stock during the valuation period or 88% of the lowest market price of the Common Stock during the initial pricing period.

The put amount requested pursuant to any single put notice must have an aggregate value of not less than $20,000 and a maximum amount up to the lesser of (a) $250,000 or (b) 250% of the average daily trading value of the common stock in the ten (10) trading days immediately preceding the Put Notice.

We also entered into a registration rights agreement with Peak One whereby we are obligated to file the registration statement to register the resale of the purchase shares. Pursuant to the registration rights agreement, we must ( i ) file the registration statement within thirty (30) calendar days from the closing date, (ii) use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the 90th calendar day following the closing date, and (iii) use its reasonable efforts to keep such registration statement continuously effective under the Securities Act until all of the commitment shares and purchase shares have been sold there under or pursuant to Rule 144. To date, the Company has not filed a registration statement with the SEC.

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Debt and Convertible Debt

9 Months Ended

Apr. 30, 2018

Debt Disclosure [Abstract]

DEBT AND CONVERTIBLE DEBT

NOTE 12 - DEBT AND CONVERTIBLE DEBT

At April 30, 2018 and July 31, 2017, outstanding debt consisted of the following: (In thousands)

Outstanding debt consisted of the following: (In thousands)	April 30,			July 31,
	2018			2017
Note payable, payable upon maturity, bearing interest of 12% per annum, maturing September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. (See details below)	$	250		$	-
Note payable, payable upon maturity, bearing interest of 12% per annum, maturing September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. (See details below)		250			-
Note payable, payable upon maturity, bearing interest of 6% per annum, maturing February 28, 2019. (See details below)		125			-
Note payable, payable upon maturity, bearing interest of 0.00% per annum, maturing May 14, 2018, with an automatic extension until June 14, 2018. (See details below)		650			-
Note payable to Thermo Credit, LLC., interest payment for the first twenty-three months with a balloon payment on the twenty-fourth month, maturing April 30, 2020, collateralized byShift8's accounts receivable. Bearing an annual interest rate of prime plus 5.25%, adjusted quarterly on the first of each calendar quarter. However the rate will never be less than 9.50% per annum, a commitment fee of 2% and monthly monitoring fee of .33% of the credit facility. Shift8 is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000. (See details below)		500			-
Note payable, payable upon maturity, bearing interest of 12% per annum, maturing June 27,2018. (See details below)		348			-
Total outstanding debt	$	2,123		$	-
Less discount on debt		(93	)		-
Total debt net of discount		2,030			-
Less debt due within 12 months		(1,530	)		-
Long-term portion of debt	$	500		$	-

On February 21, 2018, the Company entered into a Promissory Note (the "Note") for $35,000, bearing interest at a rate of 5% per annum, with maturity date of March 2, 2018. The Company paid the full principal amount outstanding and accrued interest on March 2, 2018.

On March 13, 2018, the Company entered into various Promissory Notes (the "Notes") for $200,000, bearing interest at a rate of 12% per annum, with maturity date of April 13, 2018. In conjunction with the Notes, the Company issued 3-year warrants to purchase 80,000 shares of common stock at an exercise price of $0.15 per share. The Company paid the full principal amount outstanding and accrued interest on April 13, 2018.

In March 2018, the Company entered into two (2) Promissory Notes (the "Notes") for $250,000 each, bearing interest at a rate of 12% per annum. The Notes have a maturity date of September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. The Notes are payable every month, commencing April 15, 2018, in monthly payments of interest only and a single payment of the principal amount outstanding plus accrued interest on September 15, 2018. The Company agreed to repay the Notes from the proceeds from the Company's current private placement. As proceeds from the Private Placement are received, the Company shall direct all funds to the Note Holders until the principal amount outstanding and accrued interest are paid in full. In conjunction with the Notes, the Company issued 3-year warrants to purchase 300,000 shares of common stock each at an exercise price of $0.10 per share. At time of issuance the company recognized approximately $125,000 in warrant expense using Black-Scholes valuation. In addition, on March 15, 2018, the Company entered into a Note Conversion Agreement (the "Agreement") with the Note holders, whereby, the holders may elect to convert up to 50% of the principal amount outstanding on the Notes into Common Stock of Digerati at any time after 90 days of funding the Notes. The Conversion Price shall be the greater of: (i) the Variable Conversion Price (as defined herein) or (ii) the Fixed Conversion Price (as defined herein). The "Variable Conversion Price" shall be equal to the average closing price for Digerati's Common Stock (the “Shares”) for the ten (10) Trading Day period immediately preceding the Conversion Date. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The "Fixed Conversion Price" shall mean $0.50. The Company analyzed the Promissory notes for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. Therefore, as of the period ending April 30, 2018, the company recognized a debt discount of $93,000 and $17,000 charge to noncash interest expense. In addition, the Company recognized $74,000 derivative liability as of April 30, 2018.

On December 1, 2017, Shift8 and Synergy Telecom, Inc., a Delaware corporation ("Synergy"), closed a transaction to acquire all the assets, assumed all customers, and critical vendor arrangements from Synergy. In conjunction with the transaction, Shift8 entered into a promissory note for $125,000 with an effective annual interest rate of 6% with 5 quarterly payments and a maturity date of February 28, 2019.

On April 30, 2018, Shift8 entered into a promissory note for $650,000 with an effective annual interest rate of 0% and a maturity date of May 14, 2018, provided, however, the Maturity Date will automatically be extended by one (1) additional period of thirty (30) days, until June 14, 2018. In addition, Shift8 entered into a Security Agreement, whereby Shift8 Agreed to pledge one third of the outstanding shares of T3, the secured interest will continue until the principal balance is paid in full. Furthermore, a late fee of $3,000 per calendar week will be accessed beginning on May 15, 2018 and will continue until he principal balance is paid in full. We are currently in negotiations with the lender to extend the maturity date, and we are currently paying a $3,000 per week late fee.

On April 30, 2018, Shift8 Networks, Inc. ("Shift8"), a subsidiary of Digerati Technologies, Inc. entered into a credit facility under a promissory note of $500,000, interest payment for the first twenty-three months with a balloon payment on the twenty-fourth month and a maturity date of April 30, 2020. Collateralized by Shift8 and T3's accounts receivables and with an effective annual interest rate of prime plus 5.25%, adjusted quarterly on the first day of each calendar quarter. However, the rate will never be less than 9.50% per annum. In the event of default, the interest rate will be the maximum nonusurious rate of interest per annum permitted by whichever of applicable United States federal law or Louisiana law permits the higher interest rate. Shift8 agreed to pay the lender a commitment fee of 1.00% upon payment of the first interest payment under the credit facility and 1.00% on the first anniversary of the credit facility. In addition, Shift8 agreed to pay a monitoring fee of 0.33% of the credit facility, payable in arrears monthly. Shift8 also agreed to pay an over-advance fee of 3.00% of the amount advanced in excess of the borrowing base or maximum amount of the credit facility, payable in arrears monthly. Shift8 is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000.

On April 27, 2018, Shift8 entered into a promissory note for $348,000 with an effective annual interest rate of 12% and a maturity date of June 27, 2018. With a principal payment of $200,000 due on May 31, 2018 and a principal payment of $150,000 due on June 27, 2018. The promissory note is secured by a Pledge and Security Agreement, whereby Shift8 agreed to pledge the cash on hand at one of the bank accounts owned by T3 until the principal payment is paid in full. In conjunction with the Notes, the Company issued 3-year warrants to purchase 400,000 shares of common stock each at an exercise price of $0.15 per share. At time of issuance the company recognized approximately $117,000 in warrant expense using Black-Scholes valuation. In June 2018, Shift8 in accordance to the terms of the promissory note made a principal payment of $200,000.

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Subsequent Events

9 Months Ended

Apr. 30, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

Promissory Notes

On May 1, 2018, Shift8 Technologies, Inc. ("Shift8") entered into a promissory note for $525,000 with an effective annual interest rate of 8% and a maturity date of April 30, 2020. With a principal payment of $100,000 due on June 1, 2018 and a principal payment of $280,823 due on April 30, 2020. Payment are based on a 60-month repayment schedule. The promissory note is secured by a Pledge and Escrow Agreement, whereby Shift8 agreed to pledge 51% of the securities owned in T3 until the principal payment is paid in full. In conjunction with the promissory note, the Company issued 3-year warrants to purchase 75,000 shares of common stock at an exercise price of $0.50 per share. At time of issuance the company recognized approximately $20,000 in warrant expense using Black-Scholes valuation. In June 2018, Shift8 in accordance to the terms of the promissory note made a principal payment of $100,000.

On May 1, 2018, Shift8 Technologies, Inc. ("Shift8") entered into a Stock Purchase Agreement ('SPA"), whereby in an exchange for $250,000, Shift8 agreed to sell to the buyer 199,900 shares of common stock equivalent to 19.99% of the issued and outstanding common share of Shift8 Technologies, Inc.

On May 1, 2018, Shift8 entered into a promissory note for $275,000 with an effective annual interest rate of 0% with an interest and principal payment of $6,000 per month and shall continue perpetuity until the entire principal amount is paid in full. The promissory note is guaranteed to the lender by 15% of the stock owned by Shift8 in T3, the secured interest will continue until the principal balance is paid in full. In conjunction with the promissory note, the Company issued 3-year warrants to purchase 100,000 shares of common stock at an exercise price of $0.50 per share.

On May 1, 2018, Shift8 entered into a promissory note for $150,000 with an effective annual interest rate of 3% and a maturity date of May 7, 2018. On May 4, 2018 the promissory note was paid in full.

Convertible Promissory Note

On May 30, 2018, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC, a Delaware limited liability company (“Firstfire”). Under the agreement, we issued Firstfire a $305,556 principal amount of a convertible promissory note for a cash purchase price of $275,000 ( “Promissory note"), bearing interest at a rate of 6% per annum, with maturity on the first anniversary of the date of issuance. The Company paid Firstfire $2,500 for legal and compliance fees. The Company recorded the legal fees and other cost for a total of $30,400 as a discount to the Promissory note and they will be amortized over the term to interest expense. In connection with the execution of the securities purchase agreement, we issued 125,000 shares of our common stock to Firstfire as a commitment fee. At issuance, the Company recognized a non-cash expense for $58,750 for the market value of the shares issued to Firstfire.

The Promissory note provides Firstfire with the option to convert at any time on or after the 180th calendar day after the issue date, to convert all or any portion of the then outstanding and unpaid principal amount and interest under the Promissory note into shares of Common Stock of the Company at a conversion price for each share of Common Stock equal to the lower of (i) $0.50 (the "Fixed Conversion Price") , or (ii) 65% of the lowest closing bid price of the Company’s Common Stock during the twenty (20) consecutive trading day period immediately preceding the trading day that the Company receives a Notice of Conversion (the “Alternate Conversion Price”)

The Company may Prepay at any time prior to the 180th calendar day after the funding of the Promissory note all or part of the outstanding principal balance, with the exception of any portion thereof which is the subject of a previously-delivered notice of conversion, prior to the maturity date for an amount equal to: (i) if the prepayment date is 90 days or less from the date of issuance, 105% of the sum of the principal amount to be prepaid plus accrued interest, if any; (ii) if the prepayment date is greater than or equal to 91 days from the date of issuance and less than or equal to 120 days from the date of issuance, 110% of the sum of the principal amount to be prepaid plus accrued interest, if any; (iii) if the prepayment date is greater than or equal to 121 days from the date of issuance and less than or equal to 180 days from the date of issuance, 115% of the sum of the principal amount to be prepaid plus accrued interest, if any.

In the event of default, the note shall become immediately due and paid in full in an amount (the “Default Amount”) equal to the principal amount then outstanding plus accrued interest through the date of full repayment multiplied by 150%. The holder may, at its sole discretion, determine to accept payment part in Common Stock and part in cash.

The Company analyzed the Promissory note for derivative accounting consideration and determined that the embedded conversion option qualified as a derivative instrument, due to the variable conversion price. Therefore, as of the date of the Promissory note, the company recognized a debt discount of $305,556 and recorded a $227,243 charge to noncash interest expense. In addition, the Company recognized $499,743 in derivative liability as of the date of the Promissory note.

Equipment Financing Agreement

In May 2018, the Company acquired various servers under an equipment financing agreement (the “Financing Agreement”) in the principal amount of $37,196, with 36 monthly principal and interest payments of $1,174, and 8.50% implied interest rate. The Financing Agreement is secured by the equipment.

Employee Stock Options

In May 2018, the Company granted 420,000 stock options to purchase common shares to various employees with an exercise price of $0.45 per share and a term of 5 years. The options vest equally over a period of three (3) years. The options have a fair market value of $160,200.

The fair market value of all options issued was determined using the Black-Scholes option pricing model which used the following assumptions:

Expected dividend yield	0.00	%
Expected stock price volatility	162.72	%
Risk-free interest rate	2.78	%
Expected term	5.0 years

Other Matters

On May 31, 2018, the Company issued an aggregate of 40,000 shares of common stock for $20,000 and 3-year warrants to purchase 7,500 shares of common stock at an exercise price of $0.50 per share.

On June 7, 2018, the Company issued an aggregate of 40,000 shares of common stock for $20,000 and 3-year warrants to purchase 7,500 shares of common stock at an exercise price of $0.50 per share.

Business Acquisition

On May 2, 2018, the Company closed on the Merger Agreement with T3 Communications, Inc. to increase its customer base and obtain higher efficiency of its existing infrastructure. Upon closing, all extension fees of $1,495,000 were credited towards the purchase price.

The total purchase price was $3,211,945, the acquisition was accounted for under the purchase method of accounting, with the Company identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration assumed by the Company was allocated to cash, customer contracts acquired, current assets, property plant and equipment and assumed payables based on their estimated fair values as of May 2, 2018. Allocation of the purchase price is preliminary and based on the best estimates of management.

The following information summarizes the allocation of the fair values assigned to the assets and liabilities at the purchase date. The allocation of fair values is preliminary and is subject to change in the future during the measurement period.

	(in thousands)
	T3
Cash	$	250
Accounts receivable		323
Intangible assets and Goodwill		2,569
Property and equipment, net		568
Other Assets		329
Total identifiable net assets	$	4,039
Less: liabilities assumed		(827	)
Total Purchase price	$	3,212

The Company incurred approximately $160,000 in costs associated with the acquisition. These included legal, and accounting. The Company expensed these cost during the nine months ended April 30, 2018.

Proforma

The following schedule contains pro-forma consolidated balance sheet as of April 30, 2018 and the results of operations for the nine months ended April 30, 2018 and 2017 as if the acquisition occurred on August 1, 2016. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on August 1, 2016, or of results that may occur in the future.

	As of April 30, 2018
	As Reported			Adds			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	727		$	(353	)	$	374
Accounts receivable		8			323			331
Other current assets		37			329			366
Escrow Deposits related to acquisition		1,495			(1,495	)		-
Total current assets	$	2,267		$	(1,196	)	$	1,071
LONG-TERM ASSETS:
Intangible assets, net		268			2,569			2,837
Property and equipment, net		85			568			653
Total assets	$	2,620		$	1,941		$	4,561
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable & accrued liabilities	$	1444		$	741		$	2,185
Current debt net of discount		1,530			1,200			2,730
Other long term liabilities		547			-			547
Long term debt		500			-			500
Total liabilities		4,021			1,941			5,962
Total stockholders' deficit		(1,401	)		-			(1,401	)
Total liabilities and stockholders' deficit	$	2,620		$	1,941		$	4,561

	Nine months ended April 30,
	As 2018						As 2017
	Reported			Pro Forma			Reported			Pro Forma
Revenue	$	403		$	4,247		$	137		$	3,995
Income (loss) from operations		(2,452	)		(2,236	)		(1,556	)		(1,367	)
Net income (loss)	$	(2,547	)	$	(2,425	)	$	(1,556	)	$	(1,676	)
Earnings (loss) per common share-Basic and Diluted	$	(0.26	)	$	(0.25	)	$	(0.26	)	$	(0.28	)

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Stock-Based Compensation (Tables)

9 Months Ended

Apr. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of fair market value of all options issued Black-Scholes option pricing model

Expected dividend yield	0.00	%
Expected stock price volatility	170.44	%
Risk-free interest rate	2.10	%
Expected term	1.0 - 3.0 years

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Warrants (Tables)

9 Months Ended

Apr. 30, 2018

Warrants [Abstract]

Schedule of fair market value warrants issued determined using the Black-Scholes option pricing model

Expected dividend yield	0.00	%
Expected stock price volatility	160.93% - 176.73	%
Risk-free interest rate	2.24% - 2.80	%
Expected term	3.0 years - 5.0 years

Schedule of warrants

					Weighted-average
			Weighted-average		remaining contractual
	Warrants		exercise price		term (years)
Outstanding at July 31, 2017		510,000	$	0.29		2.87
Granted		1,255,000	$	0.21		3.44
Exercised		-		-		-
Cancelled		-		-		-
Outstanding at April 30, 2018		1,765,000	$	0.23		3.00
Exercisable at April 30, 2018		1,765,000	$	0.23		3.00

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Purchase Agreement (Tables)

9 Months Ended

Apr. 30, 2018

Purchase Agreement [Abstract]

Schedule of allocation of fair values assigned to the assets at purchase date

	Synergy
Non-compete Agreement	$	100,000
Customer contracts		220,000
License - software		105,000
Total identifiable assets	$	425,000
Total Purchase price	$	425,000

Schedule of cost of amortizable intangible assets related to acquisition

	Estimated		Useful life
	Cost		(years)
License - software	$	105,000		2
Non-compete Agreement		100,000		5
Customer contracts		220,000		2
Total	$	425,000

Schedule of pro-forma consolidated results of operations

	Nine months ended April 30,
	2018						2017
	Reported			Pro Forma			Reported			Pro Forma
Revenue	$	403		$	541		$	137		$	470
Income (loss) from operations		(2,452	)		(2,480	)		(1,556	)		(1,463	)
Net income (loss)	$	(2,547	)	$	(2,575	)	$	(1,556	)	$	(1,463	)
Earnings (loss) per common share-Basic and Diluted	$	(0.26	)	$	(0.26	)	$	(0.26	)	$	(0.24	)

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Debt and Convertible Debt (Tables)

9 Months Ended

Apr. 30, 2018

Debt Disclosure [Abstract]

Schedule of debt and convertible debt

Outstanding debt consisted of the following: (In thousands)	April 30,			July 31,
	2018			2017
Note payable, payable upon maturity, bearing interest of 12% per annum, maturing September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. (See details below)	$	250		$	-
Note payable, payable upon maturity, bearing interest of 12% per annum, maturing September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. (See details below)		250			-
Note payable, payable upon maturity, bearing interest of 6% per annum, maturing February 28, 2019. (See details below)		125			-
Note payable, payable upon maturity, bearing interest of 0.00% per annum, maturing May 14, 2018, with an automatic extension until June 14, 2018. (See details below)		650			-
Note payable to Thermo Credit, LLC., interest payment for the first twenty-three months with a balloon payment on the twenty-fourth month, maturing April 30, 2020, collateralized byShift8's accounts receivable. Bearing an annual interest rate of prime plus 5.25%, adjusted quarterly on the first of each calendar quarter. However the rate will never be less than 9.50% per annum, a commitment fee of 2% and monthly monitoring fee of .33% of the credit facility. Shift8 is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000. (See details below)		500			-
Note payable, payable upon maturity, bearing interest of 12% per annum, maturing June 27,2018. (See details below)		348			-
Total outstanding debt	$	2,123		$	-
Less discount on debt		(93	)		-
Total debt net of discount		2,030			-
Less debt due within 12 months		(1,530	)		-
Long-term portion of debt	$	500		$	-

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Subsequent Events (Tables)

9 Months Ended

Apr. 30, 2018

Subsequent Events [Abstract]

Schedule of Black-Scholes option pricing model

Expected dividend yield	0.00	%
Expected stock price volatility	162.72	%
Risk-free interest rate	2.78	%
Expected term	5.0 years

Schedule of allocation of the fair values assigned to the assets and liabilities

	(in thousands)
	T3
Cash	$	250
Accounts receivable		323
Intangible assets and Goodwill		2,569
Property and equipment, net		568
Other Assets		329
Total identifiable net assets	$	4,039
Less: liabilities assumed		(827	)
Total Purchase price	$	3,212

Schedule of pro-forma consolidated balance sheet and operations

	As of April 30, 2018
	As Reported			Adds			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	727		$	(353	)	$	374
Accounts receivable		8			323			331
Other current assets		37			329			366
Escrow Deposits related to acquisition		1,495			(1,495	)		-
Total current assets	$	2,267		$	(1,196	)	$	1,071
LONG-TERM ASSETS:
Intangible assets, net		268			2,569			2,837
Property and equipment, net		85			568			653
Total assets	$	2,620		$	1,941		$	4,561
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable & accrued liabilities	$	1444		$	741		$	2,185
Current debt net of discount		1,530			1,200			2,730
Other long term liabilities		547			-			547
Long term debt		500			-			500
Total liabilities		4,021			1,941			5,962
Total stockholders' deficit		(1,401	)		-			(1,401	)
Total liabilities and stockholders' deficit	$	2,620		$	1,941		$	4,561

	Nine months ended April 30,
	As 2018						As 2017
	Reported			Pro Forma			Reported			Pro Forma
Revenue	$	403		$	4,247		$	137		$	3,995
Income (loss) from operations		(2,452	)		(2,236	)		(1,556	)		(1,367	)
Net income (loss)	$	(2,547	)	$	(2,425	)	$	(1,556	)	$	(1,676	)
Earnings (loss) per common share-Basic and Diluted	$	(0.26	)	$	(0.25	)	$	(0.26	)	$	(0.28	)

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Basis of Presentation (Details)	1 Months Ended	9 Months Ended
	Jan. 01, 2007	Apr. 30, 2018	Apr. 30, 2017
Accounting Policies [Abstract]
Effective tax rate		0.00%	0.00%
Tax benefit description	Greater than 50%

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Going Concern (Details) - USD ($) $ in Thousands	9 Months Ended
	Apr. 30, 2018	Jul. 31, 2017
Going Concern (Textual)
Accumulated deficit	$ (80,184)	$ (77,637)
Working capital deficit	$ 707

XML

Stock-Based Compensation (Details) - Black Scholes Option Pricing Model [Member]	9 Months Ended
	Apr. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Expected dividend yield	0.00%
Expected stock price volatility	170.44%
Risk-free interest rate	2.10%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Expected term	1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Expected term	3 years

XML

Stock-Based Compensation (Details Textual) - USD ($)	1 Months Ended		9 Months Ended
	Jan. 31, 2018	Dec. 31, 2017	Apr. 30, 2018	Apr. 30, 2017	Nov. 30, 2015
Stock-Based Compensation (Textual)
Stock-based compensation expense to employees			$ 585,000	$ 426,000
Unamortized compensation cost			$ 338,000	$ 140,000
Various Employees [Member]
Stock-Based Compensation (Textual)
Common shares issued		644,731
Recognized stock-based compensation expense		$ 226,000
Options to purchase common shares			275,000
Exercise price			$ 0.35
Term			5 years
Vesting period			The options vest equally over a period of two years.
Fair market value			$ 74,800
Consulting Services [Member]
Stock-Based Compensation (Textual)
Common shares issued		100,000
Fair market value		$ 40,000
Equity Purchase Agreement [Member]
Stock-Based Compensation (Textual)
Common shares issued	250,000
Fair market value	$ 135,000
Various Employees [Member]
Stock-Based Compensation (Textual)
Common shares issued			644,731	1,003,966
Recognized stock-based compensation expense			$ 226,000	$ 241,000
Options to purchase common shares			1,025,000
Exercise price			$ 0.35
Term			5 years
Vesting period			The options vest equally over a period of one year.
Fair market value			$ 218,800
Various Employees Two [Member]
Stock-Based Compensation (Textual)
Options to purchase common shares			545,000
Exercise price			$ 0.35
Term			5 years
Vesting period			The options vest equally over a period of three years.
Fair market value			$ 164,900
Management for Services [Member]
Stock-Based Compensation (Textual)
Common shares issued			515,493
Recognized stock-based compensation expense			$ 155,000
2015 Equity Compensation Plan [Member]
Stock-Based Compensation (Textual)
Shares of stock options					7,500,000

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Non-Standardized Profit Sharing Plan (Details) - USD ($) $ in Thousands	1 Months Ended		9 Months Ended
	Jan. 31, 2018	Dec. 31, 2017	Apr. 30, 2018	Apr. 30, 2017
Non Standarized Profit Sharing Plan [Line Items]
Non-Standardized profit sharing plan description			Under the plan our employees qualify to participate in the plan after one year of employment. Contributions under the plan are based on 25% of the annual base salary of each eligible employee up to $54,000 per year. Contributions under the plan are fully vested upon funding.
Consulting Services [Member]
Non Standarized Profit Sharing Plan [Line Items]
Common shares issued		100,000
Various Employees One [Member]
Non Standarized Profit Sharing Plan [Line Items]
Common shares issued		644,731
Recognized stock-based compensation expense		$ 226
Equity Purchase Agreement [Member]
Non Standarized Profit Sharing Plan [Line Items]
Common shares issued	250,000
Management for Services [Member]
Non Standarized Profit Sharing Plan [Line Items]
Common shares issued			515,493
Recognized stock-based compensation expense			$ 155
Various Employees [Member]
Non Standarized Profit Sharing Plan [Line Items]
Common shares issued			644,731	1,003,966
Recognized stock-based compensation expense			$ 226	$ 241

XML

Equity (Details) - USD ($)	1 Months Ended						9 Months Ended
	Mar. 31, 2018	Jan. 31, 2018	Dec. 31, 2017	Oct. 31, 2017	Sep. 30, 2017	Aug. 31, 2017	Apr. 30, 2018	Apr. 30, 2017
Consulting Services [Member]
Equity (Textual)
Aggregate shares of common stock			100,000
Issuance of common stock, value			$ 40,000
Various Employees One [Member]
Equity (Textual)
Aggregate shares of common stock			644,731
Issuance of common stock, value							$ 74,800
Recognized stock-based compensation expense			$ 226,000
Equity Purchase Agreement [Member]
Equity (Textual)
Aggregate shares of common stock		250,000
Issuance of common stock, value		$ 135,000
Management For Services [Member]
Equity (Textual)
Aggregate shares of common stock							515,493
Recognized stock-based compensation expense							$ 155,000
Various Employees [Member]
Equity (Textual)
Aggregate shares of common stock							644,731	1,003,966
Issuance of common stock, value							$ 218,800
Recognized stock-based compensation expense							226,000	$ 241,000
Various Employees Two [Member]
Equity (Textual)
Issuance of common stock, value							$ 164,900
Common Stock [Member]
Equity (Textual)
Aggregate shares of common stock	160,000	515,493		80,000	12,500	480,000
Issuance of common stock, value	$ 80,000			$ 40,000	$ 4,375	$ 240,000
Purchase of common stock	30,000			15,000		90,000
Exercise price per share	$ 0.50			$ 0.50		$ 0.50
Recognized stock-based compensation expense		$ 155,000
Warrant Term	3 years			3 years		3 years
Asset Purchase Agreement [Member]
Equity (Textual)
Aggregate shares of common stock			500,000
Issuance of common stock, value			$ 175,000

XML

Warrants (Details) - Warrants [Member]	9 Months Ended
	Apr. 30, 2018
Class of Warrant or Right [Line Items]
Expected dividend yield	0.00%
Maximum [Member]
Class of Warrant or Right [Line Items]
Expected stock price volatility	176.73%
Risk-free interest rate	2.80%
Expected term	5 years
Minimum [Member]
Class of Warrant or Right [Line Items]
Expected stock price volatility	160.93%
Risk-free interest rate	2.24%
Expected term	3 years

XML

Warrants (Details 1) - $ / shares	9 Months Ended	12 Months Ended
	Apr. 30, 2018	Jul. 31, 2017
Warrants [Abstract]
Warrants, Outstanding at July 31, 2017	510,000
Warrants, Granted	1,255,000
Warrants, Exercised
Warrants, Cancelled
Warrants, Outstanding at April 30, 2018	1,765,000	510,000
Warrants, Exercisable at April 30, 2018	1,765,000
Weighted-average exercise price, Outstanding at July 31, 2017	$ 0.29
Weighted-average exercise price, Granted	0.21
Weighted-average exercise price, Exercised
Weighted-average exercise price, Cancelled
Weighted-average exercise price, Outstanding at April 30, 2018	$ 0.23	$ 0.29
Weighted-average remaining contractual term (years), Outstanding	3 years	2 years 10 months 14 days
Weighted-average remaining contractual term (years), Granted	3 years 5 months 9 days
Weighted-average remaining contractual term (years), Exercisable at April 30, 2018	3 years

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Warrants (Details Textual)	1 Months Ended					9 Months Ended
	Mar. 31, 2018 USD ($) PromissoryNotes $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 01, 2017 shares	Oct. 31, 2017 USD ($) $ / shares shares	Aug. 31, 2017 USD ($) $ / shares shares	Apr. 30, 2018 USD ($) $ / shares shares	Mar. 13, 2018 $ / shares shares	Jan. 31, 2018 USD ($) $ / shares shares
Warrants (Textual)
Warrants, description		Digerati committed to issue 100,000 warrants if the Company's stock price traded at $0.75 per share for 10 consecutive days, to issue 100,000 warrants if the Company's stock price traded at $1.00 per share for 10 consecutive days, and to issue 100,000 warrants if the Company's stock price traded at $1.25 per share for 10 consecutive days.
Derivative liability | $		$ 77,000				$ 74,000
Gain on change in derivative value | $						$ 50,000
Shift8 Technologies, Inc. [Member]
Warrants (Textual)
Common stock, shares issued			500,000
Accredited investors [Member]
Warrants (Textual)
Secured amount | $	$ 80,000
Common stock price per share | $ / shares	$ 0.50
Warrants to purchase of common stock	30,000
Warrants issued	160,000
Warrants exercise price | $ / shares	$ 0.50
Accredited investors [Member] | Private placement [Member] |
Warrants (Textual)
Secured amount | $				$ 40,000	$ 240,000
Common stock, shares issued				80,000	480,000
Common stock price per share | $ / shares				$ 0.50	$ 0.50
Warrants to purchase of common stock				15,000	90,000
Warrants exercise price | $ / shares				$ 0.50	$ 0.50
Consultant One [Member]
Warrants (Textual)
Warrants issued								100,000
Warrants exercise price | $ / shares						$ 0.15		$ 0.50
Warrant expense | $						$ 1,400		$ 49,000
Consultant Two [Member]
Warrants (Textual)
Warrants issued								220,000
Warrants exercise price | $ / shares								$ 0.001
Warrant expense | $								$ 119,000
Consultant [Member]
Warrants (Textual)
Warrants issued		100,000
Warrants exercise price | $ / shares		$ 0.50
Warrant expense | $		$ 49,000
Asset Purchase Agreement [Member]
Warrants (Textual)
Common stock, shares issued		500,000
Promissory Notes [Member]
Warrants (Textual)
Warrants issued	300,000
Warrants exercise price | $ / shares	$ 0.10
Warrant expense | $	$ 125,000
Number of promissory notes | PromissoryNotes	2
Promissory Notes Two [Member]
Warrants (Textual)
Warrants issued						300,000
Warrants exercise price | $ / shares						$ 0.15
Warrant expense | $						$ 115,000
Promissory Notes One [Member]
Warrants (Textual)
Warrants issued						100,000
Warrants exercise price | $ / shares						$ 0.50
Warrant expense | $						$ 29,000
Debt [Member]
Warrants (Textual)
Warrants issued	300,000						80,000
Warrants exercise price | $ / shares	$ 0.10						$ 0.15

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Significant Customers (Details) - Customers	9 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Customer Two [Member] | Revenue [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	7.00%	23.00%
Number of customers	5	4
Customer Two [Member] | Accounts Receivable [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	12.00%	11.00%
Number of customers	4	3
Customer Three [Member] | Revenue [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	5.00%	11.00%
Number of customers	5	4
Customer Three [Member] | Accounts Receivable [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	10.00%	9.00%
Number of customers	4	3
Customer One [Member] | Revenue [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	10.00%	28.00%
Number of customers	5	4
Customer One [Member] | Accounts Receivable [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	13.00%	63.00%
Number of customers	4	3
Customer Five [Member] | Revenue [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	4.00%
Number of customers	5
Customer Four [Member] | Revenue [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	5.00%	4.00%
Number of customers	5	4
Customer Four [Member] | Accounts Receivable [Member]
Significant Customers Textual [Abstract]
Concentration risk, percentage	10.00%
Number of customers	4

XML

Agreement and Plan of Merger (Details) - USD ($)	Apr. 30, 2018	Feb. 28, 2018	Jan. 31, 2018	Dec. 31, 2017	Nov. 30, 2017
Agreement and Plan of Merger (Textual)
Nonrefundable extension fee		$ 70,000	$ 50,000	$ 25,000	$ 200,000
Additional deposit	$ 1,150,000

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Purchase Agreement (Details) $ in Thousands	1 Months Ended
	Dec. 01, 2017 USD ($)
Synergy Telecom Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Total identifiable assets	$ 425
Total Purchase price	425
Non Compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total identifiable assets	100
License Software [Member]
Finite-Lived Intangible Assets [Line Items]
Total identifiable assets	105
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Total identifiable assets	$ 220

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Purchase Agreement (Details 1) $ in Thousands	9 Months Ended
	Apr. 30, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total Estimated Cost	$ 425
Non - Compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total Estimated Cost	$ 100
Useful life (years)	5 years
License - Software [Member]
Finite-Lived Intangible Assets [Line Items]
Total Estimated Cost	$ 105
Useful life (years)	2 years
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Total Estimated Cost	$ 220
Useful life (years)	2 years

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Purchase Agreement (Details 2) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Revenue	$ 403	$ 137
Income (loss) from operations	(2,452)	(1,556)
Net income (loss)	$ (2,547)	$ (1,556)
Earnings (loss) per common share-Basic and Diluted	$ (0.26)	$ (0.26)
Pro Forma [Member]
Revenue	$ 541	$ 470
Income (loss) from operations	(2,480)	(1,463)
Net income (loss)	$ (2,575)	$ (1,463)
Earnings (loss) per common share-Basic and Diluted	$ (0.26)	$ (0.24)

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Purchase Agreement (Details Textual) - Shift8 Technologies, Inc. [Member] $ in Thousands	1 Months Ended
	Dec. 01, 2017 USD ($) shares
Purchase Agreement (Textual)
Execution of the agreement	$ 125
Common stock, shares issued | shares	500,000
Fair market value	$ 175
Total purchase price	425
Promissory note	$ 125
Effective annual interest rate	6.00%
Maturity date	Feb. 28, 2019
Acquisition cost	$ 10

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Convertible Debenture (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 17, 2018	Apr. 30, 2018	Jan. 12, 2018
Convertible Debenture (Textual)
Aggregate principal amount	$ 200,000		$ 600,000
Bearing interest rate	0.00%		0.00%
Purchase price of debenture	$ 180,000
Legal and compliance fees	6,000
Paid in other closing costs	14,400
Debenture discount	$ 40,400
Debt conversion, description		(i) if the date of conversion is prior to the date that is 180 days after the issuance date, $0.50, or (ii) if the date of conversion is on or after the date that is 180 days after the issuance date, the lesser of (a) $0.50 or (b) at 70% of the lowest closing bid price of the Company's Common Stock during the twenty trading days prior to conversion, provided, further, that if either the Company is not DWAC operational at the time of conversion or the Common Stock is traded on the OTC Pink at the time of conversion, then 70% shall automatically adjust to 65% of the lowest closing bid price.
Convertible debt redemption, description		(i) if the redemption date is 90 days or less from the date of issuance, 110% of the sum of the principal amount so redeemed plus accrued interest, if any; (ii) if the redemption date is greater than or equal to 91 days from the date of issuance and less than or equal to 120 days from the date of issuance, 115% of the sum of the principal amount so redeemed plus accrued interest, if any; (iii) if the redemption date is greater than or equal to 121 days from the date of issuance and less than or equal to 50 days from the date of issuance, 120% of the sum of the principal amount so redeemed plus accrued interest, if any; (iv) if the redemption date is greater than or equal to 151 days from the date of issuance and less than or equal to 180 days from the date of issuance, 130% of the sum of the principal amount so redeemed plus accrued interest, if any; and (v) if the redemption date is greater than or equal to 181 days from the date of issuance, 140% of the sum of the principal amount so redeemed plus accrued interest, if any.
Debt, net of discount		$ 183,333
Noncash interest expense		224,524
Derivative liability		$ 297,000

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Equity Purchase Agreement and Registration Rights Agreement (Details) - Peak One [Member] $ in Thousands	Jan. 12, 2018 USD ($) shares
Equity Purchase Agreement And Registration Rights Agreement [Line Items]
Common stock at an aggregate price	5,000,000
Issued shares of common stock	250,000
Non-cash expense | $	$ 135
Equity purchase agreement course, terms	24 months
Registration statement, description	(i) 88% of the lowest market price of the Common Stock during the ten trading days immediately prior to the date of the respective put date; and (ii) the valuation period, the period of seven trading days immediately following the clearing date associated with the respective drawdown notice; the purchase price per share shall mean the lesser of 88% of the lowest market price of the Common Stock during the valuation period or 88% of the lowest market price of the Common Stock during the initial pricing period.
Description of trading activities	The put amount requested pursuant to any single put notice must have an aggregate value of not less than $20,000 and a maximum amount up to the lesser of (a) $250,000 or (b) 250% of the average daily trading value of the common stock in the ten (10) trading days immediately preceding the Put Notice.

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Debt and Convertible Debt (Details) - USD ($) $ in Thousands	Apr. 30, 2018	Jul. 31, 2017
Debt Instrument [Line Items]
Total outstanding debt	$ 2,123
Less discount on debt	(93)
Total debt net of discount	2,030
Less debt due within 12 months	(1,530)
Long-term portion of debt	500
Note Payable Five [Member]
Debt Instrument [Line Items]
Total outstanding debt	500
Note Payable Four [Member]
Debt Instrument [Line Items]
Total outstanding debt	650
Note Payable Three [Member]
Debt Instrument [Line Items]
Total outstanding debt	125
Note Payable Two [Member]
Debt Instrument [Line Items]
Total outstanding debt	250
Note Payable One [Member]
Debt Instrument [Line Items]
Total outstanding debt	250
Note Payable Six [Member]
Debt Instrument [Line Items]
Total outstanding debt	$ 348

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Debt and Convertible Debt (Details 1)	Apr. 30, 2018	Jan. 17, 2018	Jan. 12, 2018
Debt Instrument [Line Items]
Interest rate		0.00%	0.00%
Note Payable Two [Member]
Debt Instrument [Line Items]
Interest rate	12.00%
Debt maturity date	Sep. 15, 2018
Description of debt maturity date	The Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018.
Note Payable Three [Member]
Debt Instrument [Line Items]
Interest rate	6.00%
Debt maturity date	Feb. 28, 2019
Note Payable Four [Member]
Debt Instrument [Line Items]
Interest rate	0.00%
Debt maturity date	May 14, 2018
Description of debt maturity date	Automatic extension until June 14, 2018
Note Payable Five [Member]
Debt Instrument [Line Items]
Debt maturity date	Apr. 30, 2020
Description of debt maturity date	Interest payment for the first twenty-three months with a balloon payment on the twenty-fourth month, maturing April 30, 2020, collateralized byShift8's accounts receivable. Bearing an annual interest rate of prime plus 5.25%, adjusted quarterly on the first of each calendar quarter. However the rate will never be less than 9.50% per annum, a commitment fee of 2% and monthly monitoring fee of .33% of the credit facility. Shift8 is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000.
Note Payable Six [Member]
Debt Instrument [Line Items]
Interest rate	12.00%
Debt maturity date	Jun. 27, 2018
Note Payable One [Member]
Debt Instrument [Line Items]
Interest rate	12.00%
Debt maturity date	Sep. 15, 2018
Description of debt maturity date	The Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018

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Debt and Convertible Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended				9 Months Ended
	Apr. 30, 2018	Apr. 27, 2018	Mar. 13, 2018	Jun. 30, 2018	Mar. 31, 2018	Feb. 21, 2018	Dec. 02, 2017	Apr. 30, 2018	Jun. 07, 2018	May 31, 2018	Jan. 17, 2018	Jan. 12, 2018	Dec. 31, 2017
Debt and Convertible Debt (Textual)
Interest rate											0.00%	0.00%
Debt discount								$ 93
Noncash interest expense								17
Derivative liability	$ 74							$ 74					$ 77
Subsequent Event [Member]
Debt and Convertible Debt (Textual)
Exercise price									$ 0.50	$ 0.50
Pledge and Security Agreement [Member]
Debt and Convertible Debt (Textual)
Warrants terms		3 years
Warrants to purchase of common stock		400,000
Exercise price		$ 0.15
Warrant expense		$ 117
Synergy Telecom, Inc. [Member]
Debt and Convertible Debt (Textual)
Promissory note	$ 650						$ 125
Interest rate	0.00%						6.00%	0.00%
Debt maturity date	May 14, 2018
Description of debt maturity date	The Maturity Date will automatically be extended by one (1) additional period of thirty (30) days, until June 14, 2018.						Effective annual interest rate of 6% with 5 quarterly payments and a maturity date of February 28, 2019.
Description of late fees	A late fee of $3,000 per calendar week will be accessed beginning on May 15, 2018 and will continue until he principal balance is paid in full. We are currently in negotiations with the lender to extend the maturity date, and we are currently paying a $3,000 per week late fee.
Shift8 Networks, Inc. [Member]
Debt and Convertible Debt (Textual)
Promissory note	$ 500	$ 348
Interest rate	5.25%	12.00%						5.25%
Debt maturity date	Apr. 30, 2020	Jun. 27, 2018
Debt instrument, description of variable rate basis	The rate will never be less than 9.50% per annum. In the event of default, the interest rate will be the maximum nonusurious rate of interest per annum permitted by whichever of applicable United States federal law or Louisiana law permits the higher interest rate. Shift8 agreed to pay the lender a commitment fee of 1.00% upon payment of the first interest payment under the credit facility and 1.00% on the first anniversary of the credit facility. In addition, Shift8 agreed to pay a monitoring fee of 0.33% of the credit facility, payable in arrears monthly. Shift8 also agreed to pay an over-advance fee of 3.00% of the amount advanced in excess of the borrowing base or maximum amount of the credit facility, payable in arrears monthly. Shift8 is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000.
Shift8 Networks, Inc. [Member] | Subsequent Event [Member]
Debt and Convertible Debt (Textual)
Promissory note				$ 200
Promissory Notes One [Member]
Debt and Convertible Debt (Textual)
Warrants to purchase of common stock	100,000							100,000
Exercise price	$ 0.50							$ 0.50
Promissory Notes One [Member] | Pledge and Security Agreement [Member]
Debt and Convertible Debt (Textual)
Promissory note		$ 150
Debt maturity date		Jun. 27, 2018
Promissory Notes [Member]
Debt and Convertible Debt (Textual)
Warrants to purchase of common stock					300,000
Exercise price					$ 0.10
Promissory Notes [Member] | Pledge and Security Agreement [Member]
Debt and Convertible Debt (Textual)
Promissory note		$ 200
Debt maturity date		May 31, 2018
Debt [Member]
Debt and Convertible Debt (Textual)
Promissory note			$ 200		$ 250	$ 35
Interest rate			12.00%		12.00%	5.00%
Debt maturity date			Apr. 13, 2018		Sep. 15, 2018	Mar. 02, 2018
Warrants terms			3 years		3 years
Warrants to purchase of common stock			80,000		300,000
Exercise price			$ 0.15		$ 0.10
Description of debt maturity date					The Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018.
Warrant expense					$ 125
Description of conversion price					In addition, on March 15, 2018, the Company entered into a Note Conversion Agreement (the "Agreement") with the Note holders, whereby, the holders may elect to convert up to 50% of the principal amount outstanding on the Notes into Common Stock of Digerati at any time after 90 days of funding the Notes. The Conversion Price shall be the greater of: (i) the Variable Conversion Price (as defined herein) or (ii) the Fixed Conversion Price (as defined herein). The "Variable Conversion Price" shall be equal to the average closing price for Digerati's Common Stock (the "Shares") for the ten (10) Trading Day period immediately preceding the Conversion Date. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The "Fixed Conversion Price" shall mean $0.50.
Promissory Notes Two [Member]
Debt and Convertible Debt (Textual)
Warrants to purchase of common stock	300,000							300,000
Exercise price	$ 0.15							$ 0.15

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Subsequent Events (Details)	9 Months Ended
	Apr. 30, 2018
Subsequent Events [Abstract]
Expected dividend yield	0.00%
Expected stock price volatility	162.72%
Risk-free interest rate	2.78%
Expected term	5 years

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Subsequent Events (Details 1) - USD ($) $ in Thousands		1 Months Ended
	May 02, 2018	Dec. 01, 2017
Synergy Telecom, Inc. [Member]
Business Acquisition [Line Items]
Total identifiable net assets		$ 425
Total Purchase price		$ 425
Subsequent Event [Member] | T3 Communications, Inc. [Member]
Business Acquisition [Line Items]
Cash	$ 250
Accounts receivable	323
Intangible assets and Goodwill	2,569
Property and equipment, net	568
Other Assets	329
Total identifiable net assets	4,039
Less: liabilities assumed	(827)
Total Purchase price	$ 3,212

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Subsequent Events (Details 2) - USD ($) $ in Thousands	Apr. 30, 2018	Jul. 31, 2017	Apr. 30, 2017	Jul. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 727	$ 673	$ 344	$ 1,169
Accounts receivable	8	15
Other current assets	37	9
Escrow Deposits related to acquisition	1,495
Total current assets	2,267	697
LONG-TERM ASSETS:
Intangible assets, net	268	14
Property and equipment, net	85	2
Total assets	2,620	713
CURRENT LIABILITIES:
Accounts payable & accrued liabilities	1,444
Current debt net of discount	1,530
Other long term liabilities	547
Long term debt	500
Total liabilities	4,021	1,355
Total stockholders' deficit	(1,401)	(642)
Total liabilities and stockholders' deficit	2,620	$ 713
Pro Forma [Member]
CURRENT ASSETS:
Cash and cash equivalents	374
Accounts receivable	331
Other current assets	366
Escrow Deposits related to acquisition
Total current assets	1,071
LONG-TERM ASSETS:
Intangible assets, net	2,837
Property and equipment, net	653
Total assets	4,561
CURRENT LIABILITIES:
Accounts payable & accrued liabilities	2,185
Current debt net of discount	2,730
Other long term liabilities	547
Long term debt	500
Total liabilities	5,962
Total stockholders' deficit	(1,401)
Total liabilities and stockholders' deficit	4,561
Scenario, Adjustment [Member]
CURRENT ASSETS:
Cash and cash equivalents	(353)
Accounts receivable	323
Other current assets	329
Escrow Deposits related to acquisition	(1,495)
Total current assets	(1,196)
LONG-TERM ASSETS:
Intangible assets, net	2,569
Property and equipment, net	568
Total assets	1,941
CURRENT LIABILITIES:
Accounts payable & accrued liabilities	741
Current debt net of discount	1,200
Other long term liabilities
Long term debt
Total liabilities	1,941
Total stockholders' deficit
Total liabilities and stockholders' deficit	$ 1,941

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Subsequent Events (Details 3) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Apr. 30, 2018	Apr. 30, 2017	Apr. 30, 2018	Apr. 30, 2017
Revenue	$ 196	$ 50	$ 403	$ 137
Income (loss) from operations			(2,452)	(1,556)
Net income (loss)	$ (708)	$ (562)	$ (2,547)	$ (1,556)
Earnings (loss) per common share-Basic and Diluted	$ (0.06)	$ (0.08)	$ (0.26)	$ (0.26)
Pro Forma [Member]
Revenue			$ 4,247	$ 3,995
Income (loss) from operations			(2,236)	(1,367)
Net income (loss)			$ (2,425)	$ (1,676)
Earnings (loss) per common share-Basic and Diluted			$ (0.25)	$ (0.28)

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Subsequent Events (Details Textual) - USD ($)				1 Months Ended						9 Months Ended
	Jun. 07, 2018	May 02, 2018	May 01, 2018	Jun. 30, 2018	May 31, 2018	May 30, 2018	Mar. 31, 2018	Jan. 17, 2018	Dec. 01, 2017	Apr. 30, 2018	Jan. 31, 2018	Jan. 12, 2018	Dec. 31, 2017
Subsequent Events (Textual)
Promissory note								$ 200,000				$ 600,000
Bearing interest rate								0.00%				0.00%
Legal and compliance fees								$ 6,000
Amortization of debt discount to interest expense										$ 93,000
Debt conversion, description										(i) if the date of conversion is prior to the date that is 180 days after the issuance date, $0.50, or (ii) if the date of conversion is on or after the date that is 180 days after the issuance date, the lesser of (a) $0.50 or (b) at 70% of the lowest closing bid price of the Company's Common Stock during the twenty trading days prior to conversion, provided, further, that if either the Company is not DWAC operational at the time of conversion or the Common Stock is traded on the OTC Pink at the time of conversion, then 70% shall automatically adjust to 65% of the lowest closing bid price.
Derivative liability										$ 74,000			$ 77,000
Shift8 Technologies, Inc. [Member]
Subsequent Events (Textual)
Effective annual interest rate									6.00%
Maturity date									Feb. 28, 2019
Aggregate shares of common stock									500,000
Issuance of common stock, value									$ 175,000
Total purchase price									$ 425,000
Firstfire Global Opportunities Fund, Llc [Member]
Subsequent Events (Textual)
Amortization of debt discount to interest expense						$ 305,556
Issuance of common stock, value						$ 227,243
Debt conversion, description						The Promissory note provides Firstfire with the option to convert at any time on or after the 180th calendar day after the issue date, to convert all or any portion of the then outstanding and unpaid principal amount and interest under the Promissory note into shares of Common Stock of the Company at a conversion price for each share of Common Stock equal to the lower of (i) $0.50 (the "Fixed Conversion Price") , or (ii) 65% of the lowest closing bid price of the Company's Common Stock during the twenty (20) consecutive trading day period immediately preceding the trading day that the Company receives a Notice of Conversion (the "Alternate Conversion Price")
Firstfire Global Opportunities Fund, Llc [Member] | Convertible Promissory Note [Member]
Subsequent Events (Textual)
Derivative liability										$ 499,743
Accredited Investors [Member]
Subsequent Events (Textual)
Warrants to purchase of common stock							30,000
Exercise price							$ 0.50
Consultant One [Member]
Subsequent Events (Textual)
Exercise price										$ 0.15	$ 0.50
Consultant Two [Member]
Subsequent Events (Textual)
Exercise price											$ 0.001
Consultant [Member]
Subsequent Events (Textual)
Exercise price													$ 0.50
Subsequent Event [Member]
Subsequent Events (Textual)
Promissory note						$ 37,196
Effective annual interest rate						8.50%
Principal payment						$ 1,174
Warrants to purchase of common stock	7,500				7,500
Exercise price	$ 0.50				$ 0.50
Aggregate shares of common stock	40,000				40,000
Issuance of common stock, value	$ 20,000				$ 20,000
Extension fees towards purchase price		$ 1,495,000
Subsequent Event [Member] | Employee Stock Option [Member]
Subsequent Events (Textual)
Purchase common shares to various employees						420,000
Exercise price						$ 0.45
Vesting period						3 years
Terms of common stock, description						Term of 5 years
Fair market value						$ 160,200
Subsequent Event [Member] | T3 Communications, Inc. [Member]
Subsequent Events (Textual)
Total purchase price		$ 3,211,945
Subsequent Event [Member] | Shift8 Technologies, Inc. [Member]
Subsequent Events (Textual)
Purchase of common stock			199,900
Shares of common stock, percentage			19.99%
Purchase of common stock value			$ 250,000
Subsequent Event [Member] | Shift8 Technologies, Inc. [Member] | Promissory Notes [Member]
Subsequent Events (Textual)
Promissory note			$ 525,000
Effective annual interest rate			8.00%
Maturity date			Apr. 30, 2020
Principal payment				$ 100,000
Warrants to purchase of common stock			75,000
Exercise price			$ 0.50
Warrant expense			$ 20,000
Subsequent Event [Member] | Shift8 Technologies, Inc. [Member] | Promissory Notes [Member] | Due on June 1, 2018 [Member]
Subsequent Events (Textual)
Principal payment			100,000
Subsequent Event [Member] | Shift8 Technologies, Inc. [Member] | Promissory Notes [Member] | Due on April 30, 2020 [Member]
Subsequent Events (Textual)
Principal payment			280,823
Subsequent Event [Member] | Shift8 Technologies, Inc. [Member] | Promissory Notes One [Member]
Subsequent Events (Textual)
Promissory note			$ 275,000
Effective annual interest rate			0.00%
Principal payment			$ 6,000
Warrants to purchase of common stock			100,000
Exercise price			$ 0.50
Debt payment, terms			The promissory note is guaranteed to the lender by 15% of the stock owned by Shift8 in T3, the secured interest will continue until the principal balance is paid in full.
Subsequent Event [Member] | Shift8 Technologies, Inc. [Member] | Promissory Notes Two [Member]
Subsequent Events (Textual)
Promissory note			$ 150,000
Effective annual interest rate			3.00%
Maturity date			May 07, 2018
Subsequent Event [Member] | Firstfire Global Opportunities Fund, Llc [Member] | Convertible Promissory Note [Member]
Subsequent Events (Textual)
Promissory note						305,556
Convertible promissory note cash purchase price						$ 275,000
Bearing interest rate						6.00%
Legal and compliance fees						$ 2,500
Amortization of debt discount to interest expense						$ 30,400
Aggregate shares of common stock						125,000
Issuance of common stock, value						$ 58,750