Cover
Cover | 3 Months Ended |
Sep. 30, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2023 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2024 |
Current Fiscal Year End Date | --06-30 |
Entity File Number | 000-54853 |
Entity Registrant Name | SMARTMETRIC, INC. |
Entity Central Index Key | 0001301991 |
Entity Tax Identification Number | 05-0543557 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 3960 Howard Hughes Parkway |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89169 |
City Area Code | 702 |
Local Phone Number | 990-3687 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 2,401,186,371 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash | $ 15,750 | $ 20,012 |
Notes payable | ||
Prepaid expenses and other current assets | 5,417 | 8,667 |
Total current assets | 21,167 | 28,679 |
Non-current assets | ||
Patent costs (net of amortization) | 36,177 | 33,750 |
Discount | ||
Deferred financing costs | ||
Total assets | 57,344 | 62,429 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,271,661 | 1,233,488 |
Liability for stock to be issued | 88,530 | 3,080 |
Deferred Officer’s salary | 785,142 | 769,309 |
Related party interest payable | 319,550 | 305,949 |
Dividends payable | 1,858 | 1,858 |
Due to shareholders | 52,927 | 52,927 |
Covid19 SBA loan | ||
Convertible note payable, net of discount | 242,525 | 400,660 |
Derivative liability | ||
Convertible interest payable | 22,200 | 22,200 |
Interest payable | ||
Shareholder loan | 12,342 | 13,814 |
Total current liabilities | 2,796,735 | 2,803,285 |
Total Liabilities | 2,796,735 | 2,803,285 |
Series C mandatory redeemable convertible preferred stock, net of discount, authorized 1,000,000 shares, 17,300 and 65,425 shares issued and outstanding, respectively | 15,728 | 15,728 |
Stockholders’ deficit: | ||
Common stock, $.001 par value; 2,400,000,000 shares authorized, 2,401,186,371 and 2,222,951,485 shares issued and outstanding, respectively | 2,401,187 | 2,222,952 |
Additional paid-in capital | 26,445,192 | 26,451,292 |
Accumulated deficit | (31,602,108) | (31,431,438) |
Total stockholders’ deficit | (2,755,119) | (2,756,584) |
Total liabilities and stockholders’ deficit | 57,344 | 62,429 |
Class B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 610 | 610 |
Class A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,400,000,000 | 2,400,000,000 |
Common stock, shares issued | 2,401,186,371 | 2,222,951,485 |
Common stock, shares outstanding | 2,401,186,371 | 2,222,951,485 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 17,300 | 65,425 |
Preferred stock, shares outstanding | 17,300 | 65,425 |
Class B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 610,000 | 610,000 |
Preferred stock, shares outstanding | 610,000 | 610,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Class A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses: | ||
Officer’s salary | 47,500 | 47,500 |
Advertising costs | 43,821 | 73,636 |
Legal and professional fees | 1,350 | 67,978 |
General and administrative expenses | 38,032 | 74,136 |
Research and development | 25,739 | 16,050 |
Amortization | 563 | |
Total operating expenses | 157,005 | 279,300 |
Loss from operations before income taxes | (157,005) | (279,300) |
Interest & Financing Expense | (13,666) | (13,047) |
Gain on PPP loan forgiveness | ||
Gain (loss) on conversions | ||
Other income (expenses) | ||
Net loss | (170,671) | (292,347) |
Preferred stock dividends | ||
Net loss available for common stockholders | $ (170,671) | $ (292,347) |
Net income (loss) per share, basic | $ 0 | $ 0 |
Net income (loss) per share, diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding, basic | 2,327,075,095 | 749,049,088 |
Weighted average number of common shares outstanding, diluted | 2,327,075,095 | 749,049,088 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) (Unaudited) - USD ($) | Preferred Series C Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2022 | $ 610 | $ 647,886 | $ 27,546,376 | $ (30,496,043) | $ (2,301,170) |
Beginning balance, shares at Jun. 30, 2022 | 610,000 | 647,886,336 | |||
Shares issued of common stock and warrants for cash | $ 271,525 | (8,295) | 263,230 | ||
Shares issued of common stock and warrants for cash, shares | 271,525,383 | ||||
Shares converted from Preferred C shares to common | $ 14,335 | 29,415 | 43,750 | ||
Shares converted from Preferred C shares to common, shares | 14,335,488 | ||||
Common shares issued for services | $ 22,750 | 4,500 | 27,250 | ||
Common shares issued for services, shares | 22,750,000 | ||||
Common shares issued for equity funding conversions | $ 867,658 | 342,045 | 1,209,704 | ||
Common shares issued for equity funding conversions, shares | 867,657,908 | ||||
Shares issued against liability | $ 153,993 | (1,217,945) | (1,063,951) | ||
Shares issued against liability, shares | 153,992,825 | ||||
Shares issued against warrants | $ 244,804 | (244,804) | |||
Shares issued against warrants, shares | 244,803,545 | ||||
Net loss for period | (935,396) | (935,396) | |||
Ending balance, value at Jun. 30, 2023 | $ 610 | $ 2,222,951 | 26,451,292 | (31,431,439) | (2,756,584) |
Ending balance, shares at Jun. 30, 2023 | 610,000 | 2,222,951,485 | |||
Shares issued of common stock and warrants for cash | $ 20,100 | (6,100) | 14,000 | ||
Shares issued of common stock and warrants for cash, shares | 20,100,000 | ||||
Shares converted from Preferred C shares to common | |||||
Common shares issued for services | |||||
Common shares issued for equity funding conversions | $ 158,135 | 158,135 | |||
Common shares issued for equity funding conversions, shares | 158,134,886 | ||||
Shares issued against liability | |||||
Shares issued against warrants | |||||
Net loss for period | (170,671) | (170,671) | |||
Ending balance, value at Sep. 30, 2023 | $ 610 | $ 2,401,186 | $ 26,445,192 | $ (31,602,110) | $ (2,755,119) |
Ending balance, shares at Sep. 30, 2023 | 610,000 | 2,401,186,371 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (170,671) | $ (292,347) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued and issuable for services | 22,250 | |
Gain (loss) on fair value of derivative liability | ||
Amortization | 563 | |
Amortization of debt discount | ||
Gain on PPP forgiveness | ||
Changes in assets and liabilities | ||
Increase (Decrease) in prepaid expenses and other current assets | 4,333 | 9,750 |
Increase in accounts payable and accrued expenses | 38,173 | 72,177 |
(Decrease) in deferred officer salary | 15,833 | (15,833) |
Increase in due to shareholder | ||
Decrease in note payable | (158,135) | |
Increase in Convertible interest payable | ||
Increase in interest payable | ||
Increase in related party interest payable | 13,601 | 13,047 |
Net cash used in operating activities | (256,303) | (190,956) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Patent cost | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loans from related parties | (2,555) | 6,810 |
Proceeds from sale of common stock | 254,596 | 291,410 |
Change in stock liability | (33,250) | |
Proceeds from sale of Series C Preferred stock | ||
Conversions of Series C Preferred Stock | 43,750 | |
Unlocated | (299) | |
Proceeds from equity funding conversions | ||
Repayment of AJB Note | ||
Net cash provided by financing activities | 252,041 | 308,421 |
NET INCREASE (DECREASE) IN CASH | (4,262) | 117,465 |
CASH BEGINNING OF PERIOD | 20,012 | 126,791 |
END OF PERIOD | 15,750 | 244,256 |
Non-cash investing and financing activities | 43,750 | 43,750 |
CASH PAID DURING THE PERIOD FOR: | ||
Income taxes | ||
Interest |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION SmartMetric, Inc. (the “Company” or “SmartMetric”) was incorporated in the State of Nevada on December 18, 2002. SmartMetric’s main product is a fingerprint sensor-activated credit/debit card with a finger sensor onboard the card and a built-in rechargeable battery for portable biometric identification and card activation. This card may be referred to as a biometric credit and or debit card or the SmartMetric Biometric credit card. SmartMetric has completed development of its card along with pre-mass manufacturing cards and is now in the final stages of production of its credit/debit biometric card. The release of this card is imminent. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of the Company, the accompanying unaudited financial statements contain all the adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. For further information, refer to the financial statements and the footnotes thereto contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, as amended, as filed with the Securities and Exchange Commission on October 13, 2023. The consolidated balance sheet as of June 30, 2023, has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by US GAAP for complete financial statements. Going Concern As shown in the accompanying condensed consolidated financial statements the Company has sustained recurring losses of $ 170,671 292,347 31,602,108 31,431,438 These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date of this filing. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. COVID-19 has had an impact on SmartMetric’s final card production. While the delays are primarily due to supply line disruption, the Company is confident that these delays will be short-lived based on advice from our manufacturing partners, manufacturing alternatives and alternative supply lines that are being put into place by the Company. Management believes that the Company’s capital requirements will depend on many factors. These factors include product marketing and distribution. The management plans include equity sales and borrowing in order to fund the operations. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations. As of 2023, the Company has seen its electronics assembly move forward following delays in 2020, 2021 and 2022. During the span of these past three years, SmartMetric was adversely impacted in its product development of and production plans for its biometric credit card product. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, SmartMetric Australia Pty. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. SmartMetric Australia Pty Ltd., having no assets or bank accounts and no operations, has been voluntarily dissolved as a corporation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for electronics design and engineering, software design and engineering, component sourcing, component engineering, manufacturing, product trials, compensation and consulting costs. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. Loss Per Share of Common Stock In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of September 30, 2023 and 2022, 215,935,352 32,872,852 Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation Equity-Based Payments to Non-Employees Fair value of financial instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: Level 1 Level 2 Level 3 As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2023 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximate the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at September 30, 2023. |
PREPAID EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 3 PREPAID EXPENSES Prepaid expenses represent the unexpired terms of various consulting agreements as well as advance rental payments. Prepaid expenses at September 30, 2023 were $ 5,417 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 - COMMITMENTS AND CONTINGENCIES Lease Agreement The Company’s main office is in Las Vegas, Nevada. Rent expense under all leases for the three months ended September 30, 2023 and 2022 was $ 1,945 2,428 Related Party Transactions As of September 30, 2023 and June 30, 2023, the Company has accrued the amounts of $ 785,142 769,309 As a result of shareholder loans and deferred officer salary, the Company has accrued a balance of $ 319,550 305,949 On September 11, 2017, we received a license to certain patents from Chaya Hendrick, our founder and CEO, related to our technologies until the expiration of the patents. As consideration, we issued Chaya Hendrick, or her assigns, (i) 200,000 shares of Series B Convertible Preferred Stock, (ii) a royalty equal to 5% of gross revenues derived from products sold related to the patents, and (iii) certain minimum required payments beginning at $50,000 and doubling each year thereafter. The Series B Preferred Stock may be converted at the election of holder on a basis for 50 common shares for each preferred share at any time or an aggregate of 10,000,000 common shares in exchange for all 200,000 shares of Series B Convertible Preferred Stock. Our CEO maintains an employment agreement that stipulates a $ 190,000 Litigation From time to time, we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. As of the date of this Quarterly Report, there are no material pending legal or governmental proceedings relating to us or properties to which we are a party, and, to our knowledge, there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us. |
DEBT
DEBT | 3 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5 - DEBT On April 17, 2020, we received funds under the Paycheck Protection Program (the “PPP”), a part of the CARES Act. The loan was serviced by Chase Bank, and the application for these funds required us to, in good faith, certify that the current economic uncertainty made the loan necessary to support our ongoing operations. We used the funds for payroll and related costs. The receipt of these funds, and the forgiveness of the loan attendant to these funds, was dependent on our ability to adhere to the forgiveness criteria. The loan bore interest at a rate of 0.98% per annum and had a maturity date of April 6, 2022, with the first payment being deferred until April 17, 2021. Under the terms of the PPP, certain amounts could be forgiven if they were used in accordance with the CARES Act. The Company applied for forgiveness of this loan as of October 2021, and forgiveness was granted by the Small Business Administration. Therefore, the loan is considered paid in full. On March 5, 2020, the Company issued a $ 35,000 10% 0.0175 5,000 On July 23, 2021, the Company entered into a securities purchase agreement with AJB Capital Investments, LLC (“AJB”) with respect to the sale and issuance of: (i) a commitment fee in the amount of $ 250,000 12,500,000 300,000 10,000,000 5,000 270,000 30,000 0.05 253,000 On January 27, 2022, the Company entered into a securities purchase agreement with Talos Victory Fund, LLC (“TVF”). The Company issued TVF a 10% 250,000 12,500,000 0.001 12,500,000 On January 27, 2022, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund (“Firstfire”). The Company issued Firstfire a 10% 250,000 12,500,000 0.001 12,500,000 On January 27, 2022, the Company entered into a securities purchase agreement with Mast Hill Fund, LP (“Mast Hill”). The Company issued Mast Hill a 10% 250,000 12,500,000 0.001 12,500,000 On March 8, 2022, the Company entered into a securities purchase agreement with Mast Hill, in which Mast Hill shall purchase up to five million dollars ($5,000,000) of the Company’s common stock. In connection with the execution of the Agreement, on March 8, 2022, the Company issued Mast Hill five (5) common stock purchase warrants, respectively, for the purchase of (i) 500,000 shares of common stock (the “First Warrant”), (ii) 1,000,000 shares of common stock (the “Second Warrant”), (iii) 1,000,000 shares of common stock (the “Third Warrant”), (iv) 2,500,000 shares of common stock (the “Fourth Warrant”), and (v) 62,500,000 shares of the Company’s common stock (the “Fifth Warrant”) at the exercise price (as such term is defined in each of the warrants) per share then in effect. On March 15, 2022, the Company entered into a securities purchase agreement with Mast Hill. The Company issued Mast Hill: (i) a promissory note in the aggregate principal amount of $250,000, (ii) a common stock purchase warrant to purchase up to an aggregate of 12,500,000 shares of the Company’s common stock, par value $0.001 per share, and (iii) 12,500,000 shares of common stock. Between August 2022 and December 2022, Mast Hill Fund, L.P. converted some of its warrants into 335,467,849 275,000 Between August and September 2022, Talos Victory Fund, LLC converted some of its warrants into 102,918,679 275,000 Between August and November 2022, Firstfire Global Opportunities Fund, LLC converted some of its warrants into 190,000,000 275,000 Between October 2022 and November 2022, Blue Lake Partners, LLC converted some of its warrants into 161,297,680 150,375 In January 2023, Blue Lake Partners, LLC converted some of its warrants into 66,640,000 66,640 In February 2023, Mast Hill Fund LP converted its warrants into 77,646,846 In July 2023, Mast Hill Fund LP converted its warrants into 96,800,000 In September 2023, Mast Hill Fund LP converted its warrants into 61,334,886 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 6 STOCKHOLDERS’ DEFICIT Preferred Stock Series B Convertible Preferred Stock On December 11, 2009, the Company filed a Certificate of Designation with the State of Nevada, to designate 500,000 5,000,000 The Company issued 200,000 In October 2015, the Company issued 200,000 On September 11, 2017, the Company issued an additional 210,000 As of September 30, 2023, the Company has 5,000,000 0.001 610,000 Holders of the Series B Convertible Preferred Stock are entitled to receive dividends or other distributions with the holders of the common stock of the Company on an as converted basis when, as, and if declared by the directors of the Company. Holders of the Series B Convertible Preferred Stock are entitled to convert each share of the Series B Convertible Preferred Stock into fifty (50) shares of common stock. The outstanding shares of Series B Convertible Preferred Stock are entitled to vote on any matter with the holders of common stock voting together as one (1) class and shall have that number of votes (identical in every other respect to the voting rights of the holder of common stock entitled to vote at any regular or special meeting of stockholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the common shares or the holders of other securities entitled to vote, if any. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, holders of the Series B Convertible Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, pro rata with the holders of the common stock. Series C Convertible Preferred Stock From time to time, the Company issues Series C Convertible Preferred Stock in exchange for cash. These shares are convertible into shares of the Company’s common stock at the price of $ 0.9090 The number of issued and outstanding shares of Series C Convertible Preferred Stock were 17,300 17,300 Series D Convertible Preferred Stock On July 27, 2021 the Company designated Series D Convertible Preferred Stock (the “Series D Shares”). The Series D Shares have a stated value of $100.00 (the “Stated Value”), and carry a conversion price of the volume weighted average price (for the 20 trading days immediately prior to the conversion date). The number of shares of common stock to be issued upon any conversion shall be calculated as the quotient of (i) the product of the issued shares of the Series D Shares to be converted and the Stated Value, and (ii) the Conversion Price. The Series D Shares are not entitled to receive dividends or other distributions, and have no voting rights. Common Stock ● During the three months ended September 30, 2022, the Company issued 257,962,697 9,750,000 14,385,488 48,125 22,250,000 221,327,209 291,410 ● During the three months ended September 30, 2022, the Company sold zero 0 0 ● During the three months ended September 30, 2023, the Company sold for cash 199,000,000 99,450 During the three months that ended September 30, 2023, the Company issued 178,234,886 20,100,000 158,134,886 Equity Financing Agreement On March 5, 2020, the Company entered into an equity financing agreement (the “Equity Financing Agreement”) with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant to the Equity Financing Agreement, the Company agreed to sell to GHS an indeterminate amount of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), up to an aggregate price of four million dollars ($4,000,000). Following effectiveness of the Registration Statement, the Company shall have the discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s Common Stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, so long as such dollar amount does not exceed $500,000. Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to GHS that would result in GHS’s beneficial ownership, equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Equity Financing Agreement). Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) months after the effectiveness of the Registration Statement. Concurrently with the execution of the Equity Financing Agreement, the Company entered into a convertible promissory note, for the principal balance of $ 35,000 10% 0.0175 35,000 Warrants From time to time the Company granted warrants in connection with private placements of securities, as described herein. As of September 30, 2023, and June 30, 2023, the following is a breakdown of the warrant activity: Schedule of share based compensation warrant activity Range of Exercise Prices Number of Weighted- Weighted- Number Weighted- Warrants Outstanding and Exercisable at September 30, 2023: $0.70 - $1.00 16,935,352 1.08 $ 0.21 16,935,352 $ 0.21 Warrants Outstanding and Exercisable at June 30, 2023: $0.10 - $0.20 16,935,352 1.01 $ 0.23 16,935,352 $ 0.23 Warrant Activity: September 30, 2023: Schedule of warrant activity Outstanding - June 30, 2023 16,935,352 Issued 199,000,000 Exercised - Expired - Outstanding - September 30, 2023 215,935,352 September 30, 2022: Outstanding - June 30, 2022 45,997,852 Issued - Exercised - Expired (13,125,000 ) Outstanding - September 30, 2022 32,872,852 At September 30, 2023, all 215,935,352 215,935,352 |
MANDATORY REDEEMABLE CONVERTIBL
MANDATORY REDEEMABLE CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Sep. 30, 2023 | |
Mandatory Redeemable Convertible Preferred Stock | |
MANDATORY REDEEMABLE CONVERTIBLE PREFERRED STOCK | NOTE 7 MANDATORY REDEEMABLE CONVERTIBLE PREFERRED STOCK Issuances of Series C Convertible Preferred Stock On January 10, 2019, the Board of Directors of the Company adopted a resolution pursuant to the Company’s Certificate of Incorporation, as amended, providing for the designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions, of the Series C Convertible Preferred Stock. On January 14, 2019, the Company filed a Certificate of Designations for its Series C Convertible Preferred Stock. The authorized number of Series C Convertible Preferred Stock is 1,000,000 0.001 10% 105% 130% The number of shares of Series C Convertible Preferred Stock issued and outstanding were 17,300 17,300 The holders of Series C Convertible Preferred Stock shall have the right at any time during the period beginning on the date which is six (6) months following the date of their issuance, to convert all or any part of the outstanding Series C Convertible Preferred Stock into fully paid and non-assessable shares of common stock at the Variable Conversion Price. The “Variable Conversion Price” shall mean 71% The Series C Convertible Preferred stock is convertible after six months at 71% of the average market price of the Company’s stock based on the lowest two (2) market closes fifteen (15) days prior. Consequently, the shares were converted at different rates. The Company assessed the conversion feature and determined it was required to be bifurcated and recognized as a derivative liability. Three (3) batches of Preferred stock were subject to derivative liability valuation based on the Black Scholes Merton pricing model. As the fair value of each of the three (3) derivative and the shares issued at inception were in excess of the face amount of the Preferred stock, the Company recorded a discount in the amount of $ 35,000 On the date which is eighteen (18) months following the Issuance Date or upon the occurrence of an Event of Default (the “Mandatory Redemption Date”), the Company shall redeem all of the shares of Series C Convertible Preferred Stock of the holder (which have not been previously redeemed or converted). Within five (5) days of the Mandatory Redemption Date, the Company shall make payment to each holder of an amount in cash equal to the total number of shares of Series C Convertible Preferred Stock held by such holder multiplied by the then current Stated Value. All shares of mandatorily redeemable convertible preferred stock have been presented outside of permanent equity in accordance with ASC 480, Classification and Measurement of Redeemable Securities i.e. The carrying value of the Series C Convertible Preferred Stock at September 30, 2023 and June 30, 2023 was $ 15,728 15,728 There were 0 shares of Series C Preferred Stock issued for net proceeds of $0, and 0 shares of Series C Preferred Stock converted to 0 shares of common stock for the three months ended September 30, 2023. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 8 DERIVATIVE LIABILITIES The conversion rates of the convertible notes and Series C Convertible Preferred Stock are convertible at a variable rate. Accordingly, the Company concluded there is an embedded derivative which was required to be bifurcated and accounted for as a derivative liability. The Company chose to use the Black Scholes model to calculate the derivative liability. The assumptions in the derivative liability calculation included the price of the Company’s common stock of $ 0.0141 0.0010 0.0011 150% 341% Schedule of derivative liability Level 1 Level 2 Level 3 Total Derivative liability $ - $ - $ - $ - |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 INCOME TAXES The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined. The Company has estimated its effective tax rate to be 0% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has reviewed its operations subsequent to September 30, 2023 to the date these financial statements were issued. Between September 30, 2023 and November 20, 2023, other than as described in “Recent Developments” in Part I, Item 2 of this Quarterly Report, there were no subsequent events. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for electronics design and engineering, software design and engineering, component sourcing, component engineering, manufacturing, product trials, compensation and consulting costs. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Loss Per Share of Common Stock | Loss Per Share of Common Stock In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of September 30, 2023 and 2022, 215,935,352 32,872,852 |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation Equity-Based Payments to Non-Employees |
Fair value of financial instruments | Fair value of financial instruments The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: Level 1 Level 2 Level 3 As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2023 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximate the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at September 30, 2023. |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of share based compensation warrant activity | Schedule of share based compensation warrant activity Range of Exercise Prices Number of Weighted- Weighted- Number Weighted- Warrants Outstanding and Exercisable at September 30, 2023: $0.70 - $1.00 16,935,352 1.08 $ 0.21 16,935,352 $ 0.21 Warrants Outstanding and Exercisable at June 30, 2023: $0.10 - $0.20 16,935,352 1.01 $ 0.23 16,935,352 $ 0.23 |
Schedule of warrant activity | Schedule of warrant activity Outstanding - June 30, 2023 16,935,352 Issued 199,000,000 Exercised - Expired - Outstanding - September 30, 2023 215,935,352 September 30, 2022: Outstanding - June 30, 2022 45,997,852 Issued - Exercised - Expired (13,125,000 ) Outstanding - September 30, 2022 32,872,852 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities | |
Schedule of derivative liability | Schedule of derivative liability Level 1 Level 2 Level 3 Total Derivative liability $ - $ - $ - $ - |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Recurring losses | $ 170,671 | $ 292,347 | |
Accumulated deficit | $ 31,602,108 | $ 31,431,438 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Dilutive shares were excluded from diluted loss per common share | 215,935,352 | 32,872,852 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) | Sep. 30, 2023 USD ($) |
Prepaid Expenses | |
Prepaid expenses | $ 5,417 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Sep. 11, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Rent expense | $ 1,945 | $ 2,428 | ||
Accrued the amounts | 785,142 | $ 769,309 | ||
Interest Payable | 319,550 | $ 305,949 | ||
Chief Executive Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Related party transactions, description | (i) 200,000 shares of Series B Convertible Preferred Stock, (ii) a royalty equal to 5% of gross revenues derived from products sold related to the patents, and (iii) certain minimum required payments beginning at $50,000 and doubling each year thereafter. The Series B Preferred Stock may be converted at the election of holder on a basis for 50 common shares for each preferred share at any time or an aggregate of 10,000,000 common shares in exchange for all 200,000 shares of Series B Convertible Preferred Stock. | |||
Annual salary | $ 190,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | |||||||||||
Mar. 15, 2022 | Mar. 08, 2022 | Mar. 05, 2020 | Sep. 30, 2023 | Jul. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Jan. 27, 2022 | Jul. 23, 2021 | Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Convertible note | $ 242,525 | $ 400,660 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
GHS Investments LLC [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Convertible note | $ 35,000 | |||||||||||||
Convertible note, percentage | 10% | |||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0175 | |||||||||||||
Beneficial conversion feature | $ 5,000 | |||||||||||||
AJB Capital Investments [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Stock issued for commitment fee, amount | $ 250,000 | |||||||||||||
Stock issued for commitment fee, Shares | 12,500,000 | |||||||||||||
Principal amount | $ 300,000 | |||||||||||||
Number of warrant purchase | 10,000,000 | |||||||||||||
Purchase Price | $ 270,000 | |||||||||||||
Original issue discount | $ 30,000 | |||||||||||||
Exercise Price | $ 0.05 | |||||||||||||
Notes and warrants due | $ 253,000 | |||||||||||||
AJB Capital Investments [Member] | Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Shares issued | 5,000 | |||||||||||||
Talos Victory Fund LLC [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants converted | 102,918,679 | |||||||||||||
Value of warrants converted | $ 275,000 | |||||||||||||
Talos Victory Fund LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Principal amount | $ 250,000 | |||||||||||||
Interest rate | 10% | |||||||||||||
Talos Victory Fund LLC [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrant purchase | 12,500,000 | |||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Talos Victory Fund LLC [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrant purchase | 12,500,000 | |||||||||||||
Firstfire Global Opportunities Fund [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Principal amount | $ 250,000 | |||||||||||||
Interest rate | 10% | |||||||||||||
Firstfire Global Opportunities Fund [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrant purchase | 12,500,000 | |||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Firstfire Global Opportunities Fund [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrant purchase | 12,500,000 | |||||||||||||
Mast Hill Fund LP [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants converted | 61,334,886 | 96,800,000 | 77,646,846 | 335,467,849 | ||||||||||
Value of warrants converted | $ 275,000 | |||||||||||||
Mast Hill Fund LP [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Principal amount | $ 250,000 | |||||||||||||
Interest rate | 10% | |||||||||||||
Warrants to purchase shares, description | (i) a promissory note in the aggregate principal amount of $250,000, (ii) a common stock purchase warrant to purchase up to an aggregate of 12,500,000 shares of the Company’s common stock, par value $0.001 per share, and (iii) 12,500,000 shares of common stock. | (5) common stock purchase warrants, respectively, for the purchase of (i) 500,000 shares of common stock (the “First Warrant”), (ii) 1,000,000 shares of common stock (the “Second Warrant”), (iii) 1,000,000 shares of common stock (the “Third Warrant”), (iv) 2,500,000 shares of common stock (the “Fourth Warrant”), and (v) 62,500,000 shares of the Company’s common stock (the “Fifth Warrant”) at the exercise price (as such term is defined in each of the warrants) per share then in effect. | ||||||||||||
Mast Hill Fund LP [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrant purchase | 12,500,000 | |||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Mast Hill Fund LP [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrant purchase | 12,500,000 | |||||||||||||
Firstfire Global Opportunities Fund LLC [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants converted | 190,000,000 | |||||||||||||
Value of warrants converted | $ 275,000 | |||||||||||||
Blue Lake Partners LLC [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Number of warrants converted | 66,640,000 | 161,297,680 | ||||||||||||
Value of warrants converted | $ 66,640 | $ 150,375 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Equity [Abstract] | ||
Number of Warrants Outstanding (in Shares) | 16,935,352 | 16,935,352 |
Weighted-Average Contractual Life Remaining in Years | 1 year 29 days | 1 year 3 days |
Weighted- Average Exercise Price | $ 0.21 | $ 0.23 |
Number Exercisable (in Shares) | 16,935,352 | 16,935,352 |
Weighted- Average Exercise Price | $ 0.21 | $ 0.23 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 1) - shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Outstanding - beginning of year | 16,935,352 | 45,997,852 |
Issued | 199,000,000 | |
Exercised | ||
Expired | (13,125,000) | |
Outstanding - end of year | 215,935,352 | 32,872,852 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 05, 2020 | Sep. 11, 2017 | Oct. 31, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jan. 14, 2019 | Nov. 05, 2014 | Dec. 11, 2009 | |
Class of Stock [Line Items] | |||||||||
Shares issued in conjunction | 158,134,886 | ||||||||
Share price | $ 0.0141 | ||||||||
Number of common stock issued | 178,234,886 | 257,962,697 | |||||||
Stock issued | 20,100,000 | 9,750,000 | |||||||
Number of stock converted | 14,385,488 | ||||||||
Proceeds from issuance of common stock | $ 99,450 | $ 0 | |||||||
Number of common stock sold | 199,000,000 | 0 | |||||||
Registration statement description | Company shall have the discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s Common Stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, so long as such dollar amount does not exceed $500,000. Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to GHS that would result in GHS’s beneficial ownership, equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Equity Financing Agreement). Puts may be delivered by the Company to GHS until the earlier of thirty-six (36) months after the effectiveness of the Registration Statement. | ||||||||
Class of warrants vested | 215,935,352 | ||||||||
Class of warrants expire | 215,935,352 | ||||||||
Convertible Promissory Note [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Principal balance (in Dollars) | $ 35,000 | ||||||||
Interest rate, percentage | 10% | ||||||||
Fixed conversion price (in Dollars per share) | $ 0.0175 | ||||||||
Deferred financing costs (in Dollars) | $ 35,000 | ||||||||
Securities Purchase Agreements [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued in conjunction | 221,327,209 | ||||||||
Proceeds from issuance of common stock | $ 291,410 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for advertising and promotional services | 22,750,000 | ||||||||
Common Stock [Member] | Advertising And Promotional Services [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of stock converted | 48,125 | ||||||||
Shares issued for advertising and promotional services | 22,250,000 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock shares | 500,000 | ||||||||
Shares issued in conjunction | 210,000 | 200,000 | 200,000 | ||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||||||||
Preferred stock, shares issued | 610,000 | ||||||||
Preferred stock, shares outstanding | 610,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock shares increased | 5,000,000 | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||||||||
Preferred stock, shares issued | 17,300 | 17,300 | |||||||
Preferred stock, shares outstanding | 17,300 | 17,300 | |||||||
Share price | $ 0.9090 |
MANDATORY REDEEMABLE CONVERTI_2
MANDATORY REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 14, 2019 | Sep. 30, 2023 | Jun. 30, 2023 | |
Preferred shares convertible average market price rate | 71% | ||
Amortized utilizing effective interest discount amount (in Dollars) | $ 35,000 | ||
Series C Convertible Preferred Stock [Member] | |||
Preferred stock, authorized (in Shares) | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Dividend percent | 10% | ||
Preferred Stock, Shares Issued | 17,300 | 17,300 | |
Preferred Stock, Shares Outstanding | 17,300 | 17,300 | |
Fair value of convertible preferred stock (in Dollars) | $ 15,728 | $ 15,728 | |
Preferred shares, description | There were 0 shares of Series C Preferred Stock issued for net proceeds of $0, and 0 shares of Series C Preferred Stock converted to 0 shares of common stock for the three months ended September 30, 2023. | ||
Series C Convertible Preferred Stock [Member] | Minimum [Member] | |||
Dividend percent | 105% | ||
Series C Convertible Preferred Stock [Member] | Maximum [Member] | |||
Dividend percent | 130% | ||
Series C Convertible Preferred Stocks [Member] | |||
Preferred Stock, Shares Issued | 17,300 | 17,300 | |
Preferred Stock, Shares Outstanding | 17,300 | 17,300 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details Narrative) | 3 Months Ended |
Sep. 30, 2023 $ / shares | |
Derivative Liabilities | |
Share Price | $ 0.0141 |
Risk free rate, Minimum | 0.0010 |
Risk free rate, Maximum | $ 0.0011 |
Volatility rate, Minimum | 150% |
Volatility rate, Maximum | 341% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate reconciliation, percentage | 0% |