Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Oct. 13, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Innovative Medtech, Inc. | ||
Entity Central Index Key | 0001331612 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Jun. 30, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 15,657,327 | ||
Entity Public Float | $ 876,632 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets | ||
Cash | $ 433,435 | $ 766 |
Accounts receivable, net | 178,555 | 0 |
Prepaid expenses | 1,745 | 0 |
Notes receivable | 63,453 | 0 |
Total current assets | 677,188 | 766 |
Deposits | 10,331 | |
Right-of-use asset | 757,313 | 0 |
Property, plant and equipment, net of accumulated depreciation | 325,788 | 0 |
Goodwill | 3,473,264 | 0 |
Total Assets | 5,243,884 | 766 |
Current liabilities | ||
Accounts payable and accrued expenses | 775,969 | 80,986 |
Accounts payable and accrued expenses, due to related parties | 0 | 12,812 |
Accrued interest | 529,664 | 819,916 |
Notes payable, related parties, current | 0 | 120,443 |
Notes payable, current, net of debt discount | 715,143 | 0 |
Convertible notes payable in default | 349,900 | 2,747,731 |
Derivative liability | 254,700 | 257,493 |
Lease liability | 166,895 | 0 |
Total current liabilities | 2,792,271 | 4,039,381 |
Royalty liability | 1,500,000 | 0 |
Lease liability, non-current | 590,418 | 0 |
Paycheck protection loan | 266,640 | 0 |
SBA Loan | 150,000 | 0 |
Total Liabilities | 5,299,329 | 4,039,381 |
Stockholders' Equity (Deficit) | ||
Series A Preferred stock, $0.000001 par value; 500,000,000 authorized: 317,500 and 47,400,000 shares issued and outstanding at June 30, 2021 and 2020, respectively | 0 | 47 |
Common stock, $0.001 par value; 130,000,000 shares authorized; 15,557,327 and 292,211 shares issued and outstanding at June 30, 2021 and 2020, respectively | 16 | 0 |
Additional paid in capital | 14,860,551 | 7,612,393 |
Accumulated deficit | (14,916,012) | (11,651,055) |
Total Stockholders' Equity (Deficit) | (55,445) | (4,038,615) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 5,243,884 | $ 766 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Jun. 30, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, shares par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares issued | 317,500 | 47,400,000 |
Preferred stock, shares outstanding | 317,500 | 47,400,000 |
Common stock, shares authorized | 130,000,000 | 130,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 15,557,327 | 292,211 |
Common stock, shares outstanding | 15,557,327 | 292,211 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 349,143 | $ 0 |
Operating expenses: | ||
General and administrative | 295,475 | 90,558 |
Consulting fees | 305,000 | 50,000 |
Legal and professional fees | 259,660 | 93,813 |
Salaries and wages | 197,883 | 144,000 |
Total operating expenses | 1,058,018 | 378,371 |
Loss from operations | (708,875) | (378,371) |
Other income (expense): | ||
Loss on extinguishment of debt | (1,660,797) | 0 |
Impairment of goodwill | (806,690) | 0 |
Interest expense | (172,286) | (208,348) |
Change in fair value of derivatives | (223,264) | 97,024 |
Gain on disposal of fixed assets | 2,695 | 0 |
Other income | 131,740 | 0 |
Gain on paycheck protection loan forgiveness | 172,520 | 0 |
Total other income (expense) | (2,556,082) | (111,324) |
Net loss | $ (3,264,957) | $ (489,695) |
Basic and diluted loss per share | $ (1.54) | $ (1.68) |
Weighted average shares outstanding - basic and diluted | 2,117,130 | 292,211 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Common Stock To Be Issued [Member] | Additional Paid-in Capital | Accumulated Deficit |
Balance, shares at Jun. 30, 2019 | 47,400,000 | 292,211 | ||||
Balance, amount at Jun. 30, 2019 | $ (3,778,894) | $ 47 | $ 0 | $ 0 | $ 7,382,419 | $ (11,161,360) |
Issuance of common stock for services, shares | 50,000 | 50,000 | 50,000 | |||
Issuance of common stock for services, amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 |
Extinguishment of derivative liability | 179,974 | 0 | 0 | 0 | 179,974 | 0 |
Net loss | (489,695) | $ 0 | $ 0 | $ 0 | 0 | (489,695) |
Balance, shares at Jun. 30, 2020 | 47,400,000 | 292,211 | 50,000 | |||
Balance, amount at Jun. 30, 2020 | (4,038,615) | $ 47 | $ 0 | $ 0 | 7,612,393 | (11,651,055) |
Issuance of common stock for services, shares | 55,000 | |||||
Issuance of common stock for services, amount | 55,000 | $ 0 | $ 0 | $ 0 | 55,000 | 0 |
Net loss | (3,264,957) | $ 0 | $ 0 | $ 0 | 0 | (3,264,957) |
Common stock issued which was committed in 2020, shares | 50,000 | (50,000) | ||||
Common stock issued which was committed in 2020, amount | 0 | $ 0 | $ 0 | 0 | 0 | |
Sale of common stock, shares | 7,885,755 | |||||
Sale of common stock, amount | 397,902 | $ 0 | $ 8 | $ 0 | 397,894 | 0 |
Sales of Series A Convertible Preferred Stock, shares | 317,500 | |||||
Sales of Series A Convertible Preferred Stock, amount | 1,602,095 | $ 0 | $ 0 | $ 0 | 1,602,095 | 0 |
Conversion of notes and accrued interest into common stock, shares | 5,950,361 | |||||
Conversion of notes and accrued interest into common stock, amount | 4,943,130 | $ 0 | $ 6 | $ 0 | 4,943,124 | 0 |
Conversion of accounts payable into common stock, shares | 850,000 | |||||
Conversion of accounts payable into common stock, amount | 250,000 | $ 0 | $ 1 | $ 0 | 249,999 | 0 |
Conversion of Series A Convertible Preferred Stock into common stock, shares | (47,400,000) | 474,000 | ||||
Conversion of Series A Convertible Preferred Stock into common stock, amount | 0 | $ (47) | $ 1 | $ 0 | 46 | 0 |
Balance, shares at Jun. 30, 2021 | 317,500 | 15,557,327 | ||||
Balance, amount at Jun. 30, 2021 | $ (55,445) | $ 0 | $ 16 | $ 0 | $ 14,860,551 | $ (14,916,012) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (3,264,957) | $ (489,695) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation | 9,638 | 0 |
Stock compensation | 0 | 50,000 |
Loss on extinguishment of debt | (1,660,797) | 0 |
Loss on impairment of goodwill | 806,690 | 0 |
Change in fair value of derivatives | 223,264 | (97,024) |
Expenses paid via notes payable | 158,503 | 0 |
Gain on PPP loan forgiveness | (172,520) | 0 |
Changes in operating assets & liabilities | ||
Accounts receivable | (93,888) | 0 |
Deposits and prepaid expenses | 3,063 | 0 |
Accounts payable and accrued expenses | 530,956 | 251,479 |
Accounts payable and accrued expenses, due to related parties | 0 | 27,649 |
Accrued interest | 166,554 | 208,348 |
Net cash from operating activities | 28,100 | (49,243) |
Cash Flows from Investing Activities | ||
Cash acquired in business combination | 412,276 | 0 |
Collections from notes receivable | 25,997 | 0 |
Purchase of subsidiary | (2,000,110) | 0 |
Net cash from investing activities | (1,561,837) | 0 |
Cash Flows from Financing Activities | ||
Proceeds from convertible notes payable | 25,000 | 50,000 |
Payments on notes payable | (208,591) | 0 |
Proceeds from SBA loan | 150,000 | 0 |
Proceeds from sale of common stock | 1,602,095 | |
Proceeds from sale of series A convertible preferred stock | 397,902 | 0 |
Net cash from financing activities | 1,966,406 | 50,000 |
Increase in Cash | 432,669 | 757 |
Cash at beginning of period | 766 | 9 |
Cash at end of period | 433,435 | 766 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Common stock issued for convertible notes payable | 2,702,425 | 0 |
Accounts payable and accrued expenses converted to convertible notes payable | 250,000 | 1,562,241 |
Accounts payable and accrued expenses converted to convertible notes payable, related party | 0 | 116,687 |
Accrued interest converted to convertible notes payable | $ 451,282 | $ 112,597 |
GENERAL ORGANIZATION AND BUSINE
GENERAL ORGANIZATION AND BUSINESS | 12 Months Ended |
Jun. 30, 2021 | |
GENERAL ORGANIZATION AND BUSINESS | |
NOTE 1. GENERAL ORGANIZATION AND BUSINESS | Innovative MedTech, Inc. (the “Company”), a Delaware corporation, is a provider of health and wellness services. On February 1, 2021, the Company filed all required Form 10-Q’s and 10-K’s to be up to date with its filings before filing its Form 15-12G on November 7, 2014. On February 11, 2021, the Company filed with FINRA to effectuate a 10,000:1 reverse stock split, change its name from Fresh Harvest Products, Inc. to Innovative MedTech, Inc. and change its stock symbol from ‘FRHV’ to ‘IMTH’. FINRA permitted these corporate actions on March 8, 2021. The 10,000:1 reverse split and the name change from Fresh Harvest Products, Inc., to Innovative MedTech, Inc. corporate actions took effect at the open of business on March 9, 2021. On March 25, 2021 the Company acquired two companies, Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc.(“SarahCare”), an adult day care center franchisor and provider, for a total of $3,718,833; $2,000,110 was paid in cash and the Company assumed approximately $393,885 in debt due to sellers, and the remaining is payable through a royalty fee liability due in the amount of $1,500,000.. With 26 centers (2 corporate and 26 franchise locations) located in 13 states, SarahCare offers seniors daytime care and activities ranging from meeting their physical and medical needs, on a daily basis, ranging from nursing care to salon services and providing meals, to offering engaging and enriching activities to allow them to continue to lead active and engaged lives. On March 25, 2021 the Company received a $2 million investment in the form of a private investment in public equity (“PIPE”) from several investors. For the $2 million PIPE, the investors received a combination of common stock and Series A Preferred Stock which together constitute ownership of 84.11% of the Company, 83.00% on a fully diluted basis. The Company continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditions to continue for the foreseeable future. As of June 30, 2021, the Company had $433,435 cash available for operations and had an accumulated deficit of $14,102,688. Management believes that cash on hand as of June 30, 2021 is not sufficient to fund operations through December 31, 2021. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company. |
LIQUIDITY, CAPITAL RESOURCES AN
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | 12 Months Ended |
Jun. 30, 2021 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | |
NOTE 2. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business. For the years ended June 30, 2021 and 2020, the Company reported a net loss of $3,264,957 and $489,695, respectively. As of June 30, 2021, the Company maintained total assets of $5,243,884, total liabilities including long-term debt of $5,299,329 along with an accumulated deficit of $14,916,012. The Company believes that additional capital will be required to fund operations through June 30, 2022 and beyond, as it attempts to generate increasing revenue, and develop new products. The Company intends to attempt to raise capital through additional equity offerings and debt obligations. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying annual financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended June 30, 2021 and 2020. Principles of Consolidation We have two wholly-owned subsidiaries; Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. The consolidated financial statements, which include the accounts of the Company and its two wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its eight wholly-owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is June 30. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates. Cash and Cash Equivalents The Company maintains cash balances in a non-interest-bearing account that currently does not exceed over $250,000 at June 30, 2021. For the purpose of the consolidated statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2021 and 2020. Earnings Per Share Calculation Basic earnings per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. Participant Fees Resident fee revenue is reported at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from participants or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Resident fee revenue is recognized as performance obligations are satisfied. Under the Company's day care agreements, which are generally for a contractual term of 30 days to one year, the Company provides services to participants for a stated daily or monthly fee. The Company has elected the lessor practical expedient within ASC 842, Leases Revenue Recognition from Contracts with Customers The Company enters into contracts to provide home assisted health, and certain outpatient services. Each service provided under the contract is capable of being distinct, and thus, the services are considered individual and separate performance obligations. The performance obligations are satisfied as services are provided and revenue is recognized as services are provided. The Company receives payment for services under various third-party payor programs which include Medicaid, Veterans Affairs and other third-party payors. Estimates for settlements with third-party payors for retroactive adjustments from estimated reimbursements due to audits, reviews, or investigations are included in the determination of the estimated transaction price for providing services. The Company estimates the transaction price based on the terms of the contract with the payor, correspondence with the payor, and historical payment trends. Changes to these estimates for retroactive adjustments are recognized in the period the change or adjustment becomes known or when final settlements are determined. Billings for services under third-party payor programs are recorded net of estimated retroactive adjustments, if any. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicaid or Veterans Affairs are accrued when assessed (without regard to when the assessment is paid or withheld). Subsequent adjustments to these accrued amounts are recorded in net revenues when known. Franchise Fees The Company franchises a number of its locations under franchise contracts which provide periodic franchise fee payments to the Company and reimbursement for costs and expense related to such franchises. Our franchisees pay us a variety of royalties and fees, including an agreed upon percentage of gross revenues (as defined in the franchise agreement). The Company estimates the amount of franchise fee revenue expected to be earned, if any, during the annual contract period and revenue is recognized as services are provided. The Company's estimate of the transaction price for the franchise services also includes the amount of reimbursement due from the franchises for services provided and related costs incurred. Such revenue is included in "revenues" on the consolidated statements of operations. The related costs are included in "operating expenses" on the consolidated statements of operations. Income Taxes The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. Leases In December 2018, the FASB issued ASC 842 and as ASU 2016-02, is the new lease accounting standard published by the Financial Accounting Standards Board (FASB). It replaced the previous US GAAP leasing standard, ASC 840. The purpose of the new standard is to close a major accounting loophole in ASC 840: off-balance sheet operating leases. Public companies began to implement the standard starting after December 15, 2018. Private companies will follow a year later on December 15, 2020. ASC 842 represents a significant overhaul of the accounting treatment for leases, with the most significant change being that most leases, including most operating leases, are now capitalized on the balance sheet. Under ASC 840, FASB permitted operating leases to be reported only in the footnotes of corporate financial statements. Under ASC 842, the only leases that are exempt from the capitalization requirement are short-term leases less than or equal to 12 months in length. This became effective December 1, 2019 and the Company chose to adopt it early on December 1, 2018. The adoption did not have any material impact on the Company’s consolidated financial statements as the Company has no long term leases. Fair value of financial instruments The Company’s financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. The Company’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 11). Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815 “ Derivatives and Hedging Debt with Conversion and Other Options Derivative financial instruments When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company’s stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. If the conversion features within convertible debt meet the requirements to be treated as a derivative, the Company estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “ Derivatives and Hedging Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Recently Issued Accounting Pronouncements As of and for the fiscal year ended June 30, 2021, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. Subsequent Events In accordance with ASC 855, Subsequent Events |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Jun. 30, 2021 | |
BUSINESS ACQUISITION | |
NOTE 4. BUSINESS ACQUISITION | On March 25, 2021 the Company acquired two companies, Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. (“SarahCare”), an adult day care center franchisor and provider. The combined purchase price was $3,718,833. The purchase price was paid as follows: (i) $2,000,110 was paid in cash, (ii) the Company assumed $393,885 in debt due to sellers, and (iii) the remaining is payable through a royalty fee liability due in the amount of $1,500,000. Consideration Cash $ 2,000,110 Legal fees (175,162 ) Notes payable due to sellers 393,885 Royalty fee liability 1,500,000 Total consideration $ 3,718,833 Fair value of net identifiable assets (liabilities) acquired Cash $ 412,276 Accounts receivable 84,674 Deposits and prepaid expenses 15,139 Notes receivable 110,510 Property, plant and equipment 335,426 Right of asset 796,771 Total fair value of net identifiable assets $ 1,754,796 Accounts payable and accrued expenses 625,462 Notes payable, current, net of debt discount 454,524 PPP Loan 439,160 Lease Liability 796,771 Total fair value of net identifiable liabilities $ 2,315,917 Fair value of net identifiable assets (liabilities) acquired $ (561,121 ) Goodwill $ 4,279,954 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The initial accounting for the business combination is not completed and the fair value of the acquired identifiable intangible assets are provisional pending receipt of the final valuations for those assets. The Company performed a test to determine if goodwill should be impaired. The test determined that the fair value of the reporting units was less than its carrying value. As such the Company recorded a loss on impairment of goodwill in the amount of $806,690. Pro Forma Disclosures The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. for the years ended June 30, 2021 and 2020, respectively, as if each of these business combinations had occurred as of July 1, 2019. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on July 1, 2019. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. The following table summarizes on an unaudited pro forma basis the Company’s results of operations for the years ended June 30, 2021 and 2020: 2021 2020 Net revenue $ 677,997 $ 1,185,577 Net loss $ (3,513,187 ) $ (1,192,442 ) Net loss per share- basic and diluted $ (0.60 ) $ (0.00 ) Weighted average number of shares of common stock outstanding- basic and diluted 2,117,130 2,992,222 The calculations of pro forma net revenue and pro forma net loss give effect to the business combinations for the period from January 1, 2017 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the business combinations. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Jun. 30, 2021 | |
NOTES RECEIVABLE | |
NOTE 5. NOTES RECEIVABLE | The Company’s wholly-owned subsidiary Sarah Adult Day Services, Inc., has notes receivables from two franchises, which were previously converted from trade receivables. They are as follows: June 30, 2021 Notes receivable from a franchise, due in monthly installments of $5,000, no interest, maturing December 2021 $ 21,468 Notes receivable from a franchise, due in monthly installments of $1,999, no interest, maturing March 2023 41,985 Total notes receivable 63,453 Less long-term (14,466 ) Total short term notes receivable $ 48,987 Principal to be collected during the next three years is as follows: 2022 $ 48,987 2023 14,466 $ 63,453 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
NOTE 6. PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment consisted of the following at June 30, 2021: June 30, 2021 Leasehold improvements $ 294,864 Vehicles 22,554 Computer equipment 12,553 Furniture and fixtures 5,455 335,426 Less: Accumulated depreciation (9,638 ) Property, plant and equipment - net $ 325,788 The property, plant and equipment was acquired in the acquisition discussed in Note 4. Depreciation expense was $9,638 for the period from March 25, 2021 (date of acquisition) to June 30, 2021. |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Jun. 30, 2021 | |
NOTE 7. NOTES PAYABLE - RELATED PARTIES | As of June 30, 2021 and 2020, the Company had $0 and $120,443, respectively, in outstanding notes payable to related parties. As of June 30, 2021 and 2020, the Company had $0 and $299, respectively, in outstanding interest to related parties. The notes payable had one-year terms and 10% interest rates. The principal amount of the notes and accrued and unpaid interest were convertible into common shares of the Company upon the due date at $1.00 per share post reverse-split ($0.0001 per share prior to the reverse split). |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2021 | |
NOTES PAYABLE | |
NOTE 8. NOTES PAYABLE | As of June 30, 2021 and 2020, the Company had $715,143 and $0, respectively, in outstanding notes payable. As of June 30, 2021 and June 30, 2020, the Company had $908 and $0, respectively, in accrued interest related to these notes. All of these notes were assumed in connection with the acquisition on March 25, 2021. Notes 1, 2 and 3 were issued in connection with the purchase price. Ref No. Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Principal Balance 6/30/21 Principal Balance 6/30/20 1 12/25/2020 $ 146,021 12/15/2020 10 % $ 137,755 - 2 3/25/2021 308,500 6/3/2021 10 % 308,500 - 3 3/25/2021 37,949 6/3/2021 10 % 37,949 - 3 3/25/2021 47,436 6/3/2021 10 % 47,436 - 4 3/25/2021 158,503 6/3/2021 10 % 158,503 - 5 5/10/2021 20,000 11/10/2021 5 % 20,000 - 6 6/29/2021 5,000 12/29/2021 5 % 5,000 - Total $ 715,143 - |
CONVERTIBLE NOTES PAYABLE, IN D
CONVERTIBLE NOTES PAYABLE, IN DEFAULT | 12 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE, IN DEFAULT | |
NOTE 9. CONVERTIBLE NOTES PAYABLE, IN DEFAULT | As of June 30, 2021 and 2020, the convertible notes payable were as follows: Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 6/30/21 Principal Balance 6/30/20 6/30/20 $ 48,750 12/31/20 10 % $ 0.00010 - 48,750 5/6/20 50,000 11/6/20 10 % $ 0.00010 - 50,000 6/15/20 252,588 12/15/20 10 % $ 0.00005 - 252,588 12/31/19 176,000 6/30/20 10 % $ 0.00004 - 200,000 12/31/19 1,210,000 6/30/20 10 % $ 0.00004 - 1,312,000 3/4/18 5,000 3/4/20 10 % $ 0.00004 - 5,000 11/4/17 96,000 11/4/18 10 % $ 0.00005 - 96,000 6/9/17 20,000 12/9/17 10 % $ 0.00004 - 20,000 4/30/17 42,000 4/30/18 10 % $ 0.00050 - 42,000 4/10/17 20,000 4/10/19 10 % $ 0.00004 - 20,000 3/3/17 25,000 3/3/18 10 % $ 0.00004 - 25,000 9/6/16 25,000 9/6/17 10 % $ 0.00004 - 25,000 7/1/15 50,000 6/29/16 10 % $ 0.00014 - 50,000 3/30/15 5,000 3/30/16 10 % $ 0.0001 - 5,000 3/24/15 5,000 3/24/16 10 % $ 0.0001 - 5,000 1/8/15 12,500 1/8/16 10 % $ 0.0001 - 12,500 10/17/14 8,500 10/17/15 10 % $ 0.0001 - 2,500 8/26/14 50,000 2/26/14 10 % $ 0.0001 - 73,900 8/26/14 50,000 2/26/14 10 % $ 0.0001 50,000 50,000 10/31/12 104,278 10/31/13 10 % lesser $0.0015 or 50% discount to market - 22,498 3/16/12 50,000 9/16/12 10 % $ 0.002 - 60,000 2/10/12 25,000 8/10/12 10 % $ 0.001190 - 25,000 6/15/12 8,000 12/15/12 10 % $ 0.000350 8,000 8,000 1/26/12 65,595 7/26/12 10 % $ 0.001125 - 42,595 10/18/11 1,900 10/18/11 8 % no written agreement 6,900 6,900 10/11/11 2,500 4/11/12 12 % $ 0.0039 - 2,500 10/3/10 20,000 10/3/12 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 10/31/10 8 % no written agreement 4,000 4,000 8/31/09 5,000 8/31/12 12 % lesser $0.01 or 20% discount to market 5,000 5,000 8/26/09 20,000 8/26/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 8/25/09 20,000 8/25/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 2/26/07 30,000 2/26/09 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 4/17/09 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 6/15/09 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 1/29/09 10 % $ 0.95 15,000 15,000 4/17/07 15,000 4/17/09 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 12/23/08 10 % $ 0.95 18,000 18,000 11/30/06 50,000 11/30/08 10 % $ 0.85 50,000 50,000 9/16/06 100,000 9/9/08 12 % 35% discount to market 38,000 38,000 10/1/05 15,000 4/1/07 10 % $ 0.50 15,000 15,000 Total $ 349,900 $ 2,747,731 |
NOTES PAYABLE, LONG TERM
NOTES PAYABLE, LONG TERM | 12 Months Ended |
Jun. 30, 2021 | |
NOTES PAYABLE, LONG TERM | |
NOTE 10. NOTES PAYABLE, LONG TERM | PPP Loans The Company received loan proceeds in the amount of approximately $168,520 through Sarah Adult Days Services, Inc. and $270,640 through Sarah Day Care Centers, Inc. under the Paycheck Protection Program (“PPP”) prior to the March 25, 2021 acquisition. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after twenty-four weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the period. The unforgiven portion of the PPP loan is payable over five years at an interest rate of 1%, with a deferral of payments for the first twelve months. The Company was granted forgiveness of $89,920 in PPP loans through Sarah Day Care Centers, Inc. and $82,600 through Sarah Adult Days Services, Inc. As a result, the Company recorded a gain on PPP forgiveness in the amount of $172,520. The Company is currently in the process of applying for forgiveness for the remaining balance of $266,640 but cannot be assured of forgiveness for all or part of the PPP borrowings. During the year ended June 30, 2021, the Company recorded $855 in accrued interest related to the PPP loan. SBA Loan On June 20, 2020, the Company’s wholly-owned subsidiary, Sarah Day Care Centers, Inc. received proceeds of $150,000 in the form of an SBA loan. Installment payments, including principal and interest of $731 are due monthly beginning on June 20, 2021. The balance of principal and interest is payable thirty years from the promissory note date. The interest accrues at a rate of 3.75% per annum. During the year ended June 30, 2021, the Company recorded $5,779 in accrued interest related to the SBA loan. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jun. 30, 2021 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
NOTE 11. DERIVATIVE FINANCIAL INSTRUMENTS | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of June 30, 2021 and June 30, 2020 and the amounts that were reflected in income related to derivatives for the years then ended: June 30, 2021 The financings giving rise to derivative financial instruments Indexed Fair Shares Values Compound embedded derivative 405,106 $ (254,700 ) June 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Shares Values Compound embedded derivative 3,764,003,526 $ (257,493 ) The following tables summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended June 30, 2021 and 2020: The financings giving rise to derivative financial instruments and the income effects: Years Ended June 30, 2021 June 30, 2020 Compound embedded derivative $ (223,264 ) $ 97,024 Day one derivative loss - - Total derivative gain (loss) $ (223,264 ) $ 97,024 The Company’s Convertible Notes gave rise to derivative financial instruments. The Notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities: June 30, June 30, Inception 2021 2020 Quoted market price on valuation date $ 0.01 $ 1.35 $ 0.0002 Contractual conversion rate $ 0.0054 - $0.0081 $ 0.88 - $1.08 $ 0.00010 - $0.00016 Range of effective contractual conversion rates -- -- -- Contractual term to maturity 1.00 Year 0.23 Years 0.25 Years Market volatility: Volatility 138.28%-238.13 % 187.33 % 138.28%-238.13 % Contractual interest rate 5%-12 % 5%-12 % 5%-12 % The following table reflects the issuances of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives during the years ended June 30, 2021 and 2020. June 30, 2021 June 30, 2020 Beginning balance $ 257,493 $ 534,491 Issuances: Convertible Note Financing - - Removals - - Changes in fair value inputs and assumptions reflected 223,264 (97,024 ) Conversions (257,493 ) (179,974 ) Ending balance $ 223,264 $ 257,493 The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in trading and the interest components of the Monte Carlo Simulation technique. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS EQUITY | |
NOTE 12. STOCKHOLDERS' EQUITY | On February 11, 2021, the Company filed with FINRA to effectuate a 10,000:1 reverse stock split. FINRA permitted this corporate actions on March 8, 2021. The 10,000:1 reverse split took effect at the open of business on March 9, 2021. Common Stock On February 19, 2021, pre-reverse stock split, the Company decreased its authorized shares to 500,000,000 shares of common stock, par value, $0.000001 per share, and 2 Million shares of Series A Convertible Preferred Stock, par value, $0.000001 per share. Each share of Series A Convertible Preferred Stock is convertible into 100 shares of the Company’s common stock. The Company no longer authorized any Series B Convertible Preferred Stock. Conversion of Notes Payable to Common Shares On December 31, 2020 (prior to the Company’s reverse split) the Company issued 1,050,000,000 common shares (which was the equivalent of 105,000 post-split common shares) for services rendered to the Company. On December 31, 2020 five (5) Noteholders, including the Company’s Board of Director Members, converted a total of $1,965,460 of convertible promissory notes into 40,702,104,817 common shares of the Company, pre-reverse stock split. On December 31, 2020, the Company’s two Board of Director Members converted a total of $1,644,825 of convertible promissory notes into a total of 34,267,187,500 common shares. The Company’s Board of Director Members control approximately 87.32% of the voting rights of the Company. The 3 (three) Noteholders converted a total of $325,666 of convertible promissory notes into a total of 6,439,917,317 common shares, pre-reverse stock split. On February 2, 2021 eleven (11) Noteholders converted a total of $833,790 of convertible promissory notes into 14,586,720,714 common shares of the Company, pre-reverse stock split. On March 19, 2021 the Company’s Board of Directors converted all 47,400,000 of their Series A Preferred Stock into 474,000 shares of Common Stock. There was no Series A Preferred Stock outstanding after these conversions, until March 25, 2021, when the Company issued 317,500 shares of Series A Preferred Stock to 7 investors as part of their $1,602,097 Millioncash investment for Series A Preferred Stock, pre-reverse stock split. Series A Preferred Stock & Series B Preferred Stock On December 21, 2020, the Company increased its authorized shares to 1 Trillion shares of common stock, par value, $0.000001 per share, and 5 Billion shares of Series A Preferred Stock, par value, $0.000001 per share, and 5 Billion Shares of Series B Preferred Stock, par value, $0.000001 per share. Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock, pre-reverse stock split. On December 21, 2020, the Company increased its authorized Preferred Series A and Series B shares to 5 Billion shares of Series A Preferred Stock, par value, $0.000001 per share, and 5 Billion Shares of Series B Preferred Stock, par value, $0.000001 per share (together the “Preferred Stock”), pre-reverse stock split. Series A Preferred Stock & Series B Preferred Stock – Certificate of Designations The Preferred Shares each have Certificate of Designations, which designate as follows: Number 100,000 shares of the Parent Company’s Preferred Stock are designated as shares of Series A Convertible Preferred Stock, par value $0.000001 per share. 100,000 shares of the Parent Company’s Preferred Stock are designated as shares of Series B Convertible Preferred Stock, par value $0.000001 per share. Dividends Any dividends (other than dividends on common stock payable solely in common stock or dividends on the Series A Convertible Preferred Stock payable solely in Series A Convertible Preferred Stock or dividends on the Series B Preferred Convertible Stock payable solely in Series B Convertible Preferred Stock) declared or paid in any fiscal year will be declared or paid among the holders of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and common stock then outstanding in proportion to the greatest whole number of shares of common stock which would be held by each such holder if all shares of Series A Preferred Stock and Series B Convertible Preferred Stock were converted into shares of common stock pursuant to the terms of the Certificate of Designations. The Parent Company’s Board of Directors is under no obligation to declare dividends on the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock. Conversion Each share of Preferred Stock is convertible into 100 shares of the Parent Company’s common stock (the “ Conversion Rate Liquidation In the event of any liquidation, dissolution or winding up of the Parent Company, the assets of the Parent Company legally available for distribution by the Parent Company would be distributed with equal priority and pro rata among the holders of the Preferred Stock and common stock in proportion to the number of shares of common stock held by them, with the shares of Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate. Voting On any matter presented to the stockholders of the Parent Company for their action or consideration at any meeting of stockholders of the Parent Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock would be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Parent Company’s Certificate of Incorporation, holders of Preferred Stock vote together with the holders of common stock as a single class. |
PROVISION FOR CORPORATE INCOME
PROVISION FOR CORPORATE INCOME TAXES | 12 Months Ended |
Jun. 30, 2021 | |
PROVISION FOR CORPORATE INCOME TAXES | |
NOTE 13. PROVISION FOR CORPORATE INCOME TAXES | The Company provides for income taxes by the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance at June 30, 2021 was $2,792,070 and as of June 30, 2020 was $2,277,227. The net change in allowance during the year ended June 30, 2021 was $514,843. As of June 30, 2021, the Company has federal net operating loss carry forwards of approximately $13,296,000 available to offset future taxable income through 2040. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry-forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be substantially limited. The Company has no tax provision for the years ended June 30, 2021 and 2020 due to losses and full valuation allowances against net deferred tax assets. As of June 30, 2021 and 2020, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages): Statutory federal income tax rate (21 )% State taxes – net of federal benefits (5 )% Valuation allowance 26 % Income tax rate – net 0 % FASB Interpretation No. 48 (Fin 48) - Accounting for Uncertain Tax Positions The Company files income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities, with limited exception, for the years prior to June 30, 2014. With respect to state and local jurisdictions, with limited exception, the Company is no longer subject to income tax audits prior to June 30, 2014. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years. Based on management’s review of the Company’s tax position, the Company had no significant unrecognized corporate tax liabilities as of June 30, 2021 and 2020 payable to the Internal Revenue Service due to the net operating loss carry-forward, however, the Company had yet to file its 2005 through 2009 and 2012 through 2020 Federal, New Jersey nor New York Corporate Income Tax Returns. |
UNPAID PAYROLL TAXES
UNPAID PAYROLL TAXES | 12 Months Ended |
Jun. 30, 2021 | |
UNPAID PAYROLL TAXES | |
NOTE 14. UNPAID PAYROLL TAXES | As of June 30, 2021 and 2020, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $60,402 and $17,401, respectively, subject to further interest and penalties. The total amount due to both taxing authorities including penalties and interest as of June 30, 2021 and 2020 was approximately $77,803 subject to further penalties and interest. This is included in the $775,969 of accounts payable on the Company’s balance sheet. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 15. COMMITMENTS AND CONTINGENCIES | Rent As of June 30, 2021, the Company maintains its corporate address in at 2310 York Street, Suite 200, Blue Island, IL, 60406. This space is provided by the Company’s Chairman, Charles Everhardt, a related party, on a rent free basis at the present time. The Company does not currently have a lease for this space at this time but expects to enter into a month-to-month office lease for this space. SarahCare leases three properties for its corporate office and its two corporate owned centers. SarahCare’s corporate office is approximately 3,470 square feet and is located at 4580 Stephen Circle NW, Canton, Ohio, 44718. The lease began in 2017 and ends in 2023. SarahCare’s lease for its first corporate-owned SarahCare location is for approximately 5,300 square feet located at 6199 Frank Ave. NW, North Canton, Ohio, 44720. The lease began in 2018 and ends in 2026. SarahCare’s lease for its second corporate-owned SarahCare location is for approximately 6,000 square feet located at SarahCare of Stow, 4472 Darrow Road, Stow, Ohio, 44224. The lease began in 2018 and ends in 2026. On April 21, 2021, the Company, through ten newly-formed, wholly-owned limited liability companies, entered into lease agreements with entities controlled by our Chairman, Charles Everhardt, for ten additional SarahCare locations to be operated by the Company. All of the leases are for a ten-year period beginning on July 1, 2021, and ending on June 30, 2031, with a 5-year renewal option. The rent for each location is $7,500 per month. As of the July 1, 2021, the Company has been in verbal discussions with the landlords of each of the ten locations to amend the leases to delay commencement until November 1, 2021. IRS Tax Lien The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company. |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2021 | |
LEASES | |
NOTE 16. LEASES | Stow Professional Lease In connection with the acquisition of Sarah Adult Day Centers, Inc. on March 25, 2021, the Company acquired a facilities lease with 6,000 square feet at 4472 Darrow Road, Stow, Ohio 44224. The lease expires on March 31, 2025 and the lease payments are as follows: Monthly Rent Payments Base Rent Covid-19 Recoup* Total Rent April 1, 2021 $ 6,369 $ 983 $ 7,352 May 1, 2021 to December 31, 2021 $ 6,369 $ 621 $ 6,990 January 1, 2022 to December 31, 2022 $ 6,433 $ 621 $ 7,054 January 1, 2023 to December 31, 2023 $ 6,497 $ 621 $ 7,118 January 1, 2024 to December 31, 2024 $ 6,562 $ 621 $ 7,183 January 1, 2025 to March 31, 2025 $ 6,628 $ 621 $ 7,249 *The Company has to repay the lessor monthly payments as a result of COVID relief. Harbor Lease In connection with the acquisition of Sarah Adult Day Centers, Inc. on March 25, 2021, the Company acquired a facilities lease with 3,469 square feet at 4580 Stephen Circle NW. Canton, OH 44718. The monthly lease payments are $4,500 and the lease expires on September 30, 2023. S. Frank Professional Lease In connection with the acquisition of Sarah Day Care Centers, Inc. on March 25, 2021, the Company acquired a facilities lease with 5,300 square feet in Jackson, Ohio. The monthly lease payments are $7,910, which includes monthly payments of $603 as repayments for COVID relief. The lease expires on July 1, 2026. Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in general and administrative expenses on the consolidated statements of operations. Right-of-use asset is summarized below: June 30, 2021 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 282,371 $ 120,003 $ 394,398 $ 796,772 Less: accumulated amortization (14,571 ) (10,701 ) (14,187 ) (39,459 ) Right-of-use asset, net $ 267,800 $ 109,302 $ 380,211 $ 757,313 Operating lease liability is summarized below: June 30, 2021 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 267,798 $ 109,303 $ 380,212 $ 757,313 Less: current portion (60,912 ) (45,571 ) (60,412 ) (166,895 ) Long term portion $ 206,886 $ 63,732 $ 319,800 $ 590,418 Maturity of the lease liability is as follows: June 30, 2021 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Year ending June 30, 2022 $ 84,258 $ 54,000 $ 94,923 $ 233,181 Year ending June 30, 2023 85,025 54,000 94,923 233,948 Year ending June 30, 2024 85,802 13,501 94,923 194,226 Year ending June 30, 2025 64,841 - 94,923 159,764 Year ending June 30, 2026 - - 94,923 94,923 Year ending June 30, 2027 - - 7,913 7,913 Present value discount (52,128 ) (12,198 ) (102,316 ) (166,642 ) Lease liability $ 267,798 $ 109,303 $ 380,212 $ 757,313 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 17. RELATED PARTY TRANSACTIONS | During the fiscal years ended June 30, 2021 and 2020, there were no certain relationships nor related party transaction, except for the following: As of June 30, 2021, the Company maintains its corporate address in at 2310 York Street, Suite 200, Blue Island, IL, 60406. This space is provided by the Company’s Chairman, Charles Everhardt, a related party, on a rent free basis at the present time. The Company does not currently have a lease for this space at this time but expects to enter into a month-to-month office lease for this space. On April 21, 2021, the Company, through ten newly-formed, wholly-owned limited liability companies, entered into lease agreements with entities controlled by our Chairman, Charles Everhardt, for ten additional SarahCare locations to be operated by the Company. All of the leases are for a ten-year period beginning on July 1, 2021, and ending on June 30, 2031, with a 5-year renewal option. The rent for each location is $7,500 per month. As of the July, 2021, the Company has amended the leases to delay commencement until November 1, 2021. On March 25, 2021, the Company issued 2,476,212 shares of restricted common stock in exchange for $250,000 which were issued at $0.0503 per share and the Company issued 100,542 shares of Series A Preferred Stock in exchange for $508,834, which were issued at $5.06 per share, to an investor, the son of Charles Everhardt, the Company’s Chairman. Additionally, Mr. Everhardt owns 50% of DE Holdings 20, LLC which converted $114,244 in convertible notes and accrued interest for 114,244 shares of restricted common shares, at a price of $1.00 per share. On that same day, Mr. Everhardt became Chairman of the Board of the Company. On March 19, 2021, the Company issued 426,000 shares of restricted common stock to the Company’s then CEO and Chairman, Michael J Friedman, for the conversion 42,600,000 shares of Series A Convertible Preferred Stock. On March 19, 2021, the Company issued 48,000 shares of restricted common stock to Jay Odintz, a Member of the Company’s Board of Directors, for the conversion 4,800,000 shares of Series A Convertible Preferred Stock. On December 30, 2020, the Company issued 29,749,125,000 shares of restricted common stock for the conversion of notes payable in the amount of $1,427,958, to the Company’s then CEO and Chairman, Michael J. Friedman. These shares were valued by the Company at $0.000048 per share, pre-reverse stock split. On December 30, 2020, the Company issued 4,518,062,500 shares of restricted common stock for the conversion of notes payable in the amount of $216,867, to a Board of Director Member, Jay Odintz. These shares were valued by the Company at $0.000048 per share, pre-reverse stock split. As of June 30, 2020, the Company maintains a mailing address in New York, New York, but no longer maintains its offices in New York, New York. The rent was approximately $1,350 per month for the office during the year. The Company rents its office space from the father of the Company’s former President and Chief Executive Officer, and current Interim President, CEO and CFO and current Director, Michael Friedman. The Company terminated this agreement on June 30, 2020. As of June 30, 2020 and 2019, the total amount owed to related party, the father of the Company’s former President and Chief Executive Officer, and current Interim President, CEO and CFO and current Director, Michael Friedman was $0 and $101,850, including $0 and $101,850, respectively, for accumulated rent. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 18. SUBSEQUENT EVENTS | The Company has evaluated subsequent events for recognition and disclosure through October 13, 2021, the date the financial statements were available to be issued, and determined that there were no such events requiring adjustment to, or disclosure in, the accompanying consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended June 30, 2021 and 2020. |
Principles of Consolidation | We have two wholly-owned subsidiaries; Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. The consolidated financial statements, which include the accounts of the Company and its two wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its eight wholly-owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is June 30. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates. |
Cash And Cash Equivalents | The Company maintains cash balances in a non-interest-bearing account that currently does not exceed over $250,000 at June 30, 2021. For the purpose of the consolidated statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2021 and 2020. |
Earnings Per Share Calculation | Basic earnings per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. |
Revenue Recognition | Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. Participant Fees Resident fee revenue is reported at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from participants or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Resident fee revenue is recognized as performance obligations are satisfied. Under the Company's day care agreements, which are generally for a contractual term of 30 days to one year, the Company provides services to participants for a stated daily or monthly fee. The Company has elected the lessor practical expedient within ASC 842, Leases Revenue Recognition from Contracts with Customers The Company enters into contracts to provide home assisted health, and certain outpatient services. Each service provided under the contract is capable of being distinct, and thus, the services are considered individual and separate performance obligations. The performance obligations are satisfied as services are provided and revenue is recognized as services are provided. The Company receives payment for services under various third-party payor programs which include Medicaid, Veterans Affairs and other third-party payors. Estimates for settlements with third-party payors for retroactive adjustments from estimated reimbursements due to audits, reviews, or investigations are included in the determination of the estimated transaction price for providing services. The Company estimates the transaction price based on the terms of the contract with the payor, correspondence with the payor, and historical payment trends. Changes to these estimates for retroactive adjustments are recognized in the period the change or adjustment becomes known or when final settlements are determined. Billings for services under third-party payor programs are recorded net of estimated retroactive adjustments, if any. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicaid or Veterans Affairs are accrued when assessed (without regard to when the assessment is paid or withheld). Subsequent adjustments to these accrued amounts are recorded in net revenues when known. Franchise Fees The Company franchises a number of its locations under franchise contracts which provide periodic franchise fee payments to the Company and reimbursement for costs and expense related to such franchises. Our franchisees pay us a variety of royalties and fees, including an agreed upon percentage of gross revenues (as defined in the franchise agreement). The Company estimates the amount of franchise fee revenue expected to be earned, if any, during the annual contract period and revenue is recognized as services are provided. The Company's estimate of the transaction price for the franchise services also includes the amount of reimbursement due from the franchises for services provided and related costs incurred. Such revenue is included in "revenues" on the consolidated statements of operations. The related costs are included in "operating expenses" on the consolidated statements of operations. |
Income Taxes | The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. |
Leases | In December 2018, the FASB issued ASC 842 and as ASU 2016-02, is the new lease accounting standard published by the Financial Accounting Standards Board (FASB). It replaced the previous US GAAP leasing standard, ASC 840. The purpose of the new standard is to close a major accounting loophole in ASC 840: off-balance sheet operating leases. Public companies began to implement the standard starting after December 15, 2018. Private companies will follow a year later on December 15, 2020. ASC 842 represents a significant overhaul of the accounting treatment for leases, with the most significant change being that most leases, including most operating leases, are now capitalized on the balance sheet. Under ASC 840, FASB permitted operating leases to be reported only in the footnotes of corporate financial statements. Under ASC 842, the only leases that are exempt from the capitalization requirement are short-term leases less than or equal to 12 months in length. This became effective December 1, 2019 and the Company chose to adopt it early on December 1, 2018. The adoption did not have any material impact on the Company’s consolidated financial statements as the Company has no long term leases. |
Fair Value of Financial Instruments | The Company’s financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. The Company’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 11). |
Embedded Conversion Features | The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815 “ Derivatives and Hedging Debt with Conversion and Other Options |
Derivative financial instruments | When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company’s stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. If the conversion features within convertible debt meet the requirements to be treated as a derivative, the Company estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “ Derivatives and Hedging |
Debt Issue Costs and Debt Discount | The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Recently Issued Accounting Pronouncements | As of and for the fiscal year ended June 30, 2021, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. |
Subsequent Events | In accordance with ASC 855, Subsequent Events |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
BUSINESS ACQUISITION | |
Schedule of fair Value Of assets(liability) Acquired | Consideration Cash $ 2,000,110 Legal fees (175,162 ) Notes payable due to sellers 393,885 Royalty fee liability 1,500,000 Total consideration $ 3,718,833 Fair value of net identifiable assets (liabilities) acquired Cash $ 412,276 Accounts receivable 84,674 Deposits and prepaid expenses 15,139 Notes receivable 110,510 Property, plant and equipment 335,426 Right of asset 796,771 Total fair value of net identifiable assets $ 1,754,796 Accounts payable and accrued expenses 625,462 Notes payable, current, net of debt discount 454,524 PPP Loan 439,160 Lease Liability 796,771 Total fair value of net identifiable liabilities $ 2,315,917 Fair value of net identifiable assets (liabilities) acquired $ (561,121 ) Goodwill $ 4,279,954 |
Schedule of company's result of operation | 2021 2020 Net revenue $ 677,997 $ 1,185,577 Net loss $ (3,513,187 ) $ (1,192,442 ) Net loss per share- basic and diluted $ (0.60 ) $ (0.00 ) Weighted average number of shares of common stock outstanding- basic and diluted 2,117,130 2,992,222 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
NOTES RECEIVABLE (Tables) | |
Schedule of notes receivable | June 30, 2021 Notes receivable from a franchise, due in monthly installments of $5,000, no interest, maturing December 2021 $ 21,468 Notes receivable from a franchise, due in monthly installments of $1,999, no interest, maturing March 2023 41,985 Total notes receivable 63,453 Less long-term (14,466 ) Total short term notes receivable $ 48,987 |
Schedule Of Principal collected | 2022 $ 48,987 2023 14,466 $ 63,453 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Table) | 12 Months Ended |
Jun. 30, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of Property Plant And Equipment | June 30, 2021 Leasehold improvements $ 294,864 Vehicles 22,554 Computer equipment 12,553 Furniture and fixtures 5,455 335,426 Less: Accumulated depreciation (9,638 ) Property, plant and equipment - net $ 325,788 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
NOTES PAYABLE | |
Schedule of Notes Payable | Ref No. Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Principal Balance 6/30/21 Principal Balance 6/30/20 1 12/25/2020 $ 146,021 12/15/2020 10 % $ 137,755 - 2 3/25/2021 308,500 6/3/2021 10 % 308,500 - 3 3/25/2021 37,949 6/3/2021 10 % 37,949 - 3 3/25/2021 47,436 6/3/2021 10 % 47,436 - 4 3/25/2021 158,503 6/3/2021 10 % 158,503 - 5 5/10/2021 20,000 11/10/2021 5 % 20,000 - 6 6/29/2021 5,000 12/29/2021 5 % 5,000 - Total $ 715,143 - |
CONVERTIBLE NOTES PAYABLE, IN_2
CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE, IN DEFAULT | |
Schedule of convertible notes payable, in defaults | Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 6/30/21 Principal Balance 6/30/20 6/30/20 $ 48,750 12/31/20 10 % $ 0.00010 - 48,750 5/6/20 50,000 11/6/20 10 % $ 0.00010 - 50,000 6/15/20 252,588 12/15/20 10 % $ 0.00005 - 252,588 12/31/19 176,000 6/30/20 10 % $ 0.00004 - 200,000 12/31/19 1,210,000 6/30/20 10 % $ 0.00004 - 1,312,000 3/4/18 5,000 3/4/20 10 % $ 0.00004 - 5,000 11/4/17 96,000 11/4/18 10 % $ 0.00005 - 96,000 6/9/17 20,000 12/9/17 10 % $ 0.00004 - 20,000 4/30/17 42,000 4/30/18 10 % $ 0.00050 - 42,000 4/10/17 20,000 4/10/19 10 % $ 0.00004 - 20,000 3/3/17 25,000 3/3/18 10 % $ 0.00004 - 25,000 9/6/16 25,000 9/6/17 10 % $ 0.00004 - 25,000 7/1/15 50,000 6/29/16 10 % $ 0.00014 - 50,000 3/30/15 5,000 3/30/16 10 % $ 0.0001 - 5,000 3/24/15 5,000 3/24/16 10 % $ 0.0001 - 5,000 1/8/15 12,500 1/8/16 10 % $ 0.0001 - 12,500 10/17/14 8,500 10/17/15 10 % $ 0.0001 - 2,500 8/26/14 50,000 2/26/14 10 % $ 0.0001 - 73,900 8/26/14 50,000 2/26/14 10 % $ 0.0001 50,000 50,000 10/31/12 104,278 10/31/13 10 % lesser $0.0015 or 50% discount to market - 22,498 3/16/12 50,000 9/16/12 10 % $ 0.002 - 60,000 2/10/12 25,000 8/10/12 10 % $ 0.001190 - 25,000 6/15/12 8,000 12/15/12 10 % $ 0.000350 8,000 8,000 1/26/12 65,595 7/26/12 10 % $ 0.001125 - 42,595 10/18/11 1,900 10/18/11 8 % no written agreement 6,900 6,900 10/11/11 2,500 4/11/12 12 % $ 0.0039 - 2,500 10/3/10 20,000 10/3/12 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 10/31/10 8 % no written agreement 4,000 4,000 8/31/09 5,000 8/31/12 12 % lesser $0.01 or 20% discount to market 5,000 5,000 8/26/09 20,000 8/26/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 8/25/09 20,000 8/25/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 2/26/07 30,000 2/26/09 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 4/17/09 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 6/15/09 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 1/29/09 10 % $ 0.95 15,000 15,000 4/17/07 15,000 4/17/09 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 12/23/08 10 % $ 0.95 18,000 18,000 11/30/06 50,000 11/30/08 10 % $ 0.85 50,000 50,000 9/16/06 100,000 9/9/08 12 % 35% discount to market 38,000 38,000 10/1/05 15,000 4/1/07 10 % $ 0.50 15,000 15,000 Total $ 349,900 $ 2,747,731 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Schedule of derivative financial instruments | June 30, 2021 The financings giving rise to derivative financial instruments Indexed Fair Shares Values Compound embedded derivative 405,106 $ (254,700 ) June 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Shares Values Compound embedded derivative 3,764,003,526 $ (257,493 ) | |
Schedule of Fair value derivative liabilities | Years Ended June 30, 2021 June 30, 2020 Compound embedded derivative $ (223,264 ) $ 97,024 Day one derivative loss - - Total derivative gain (loss) $ (223,264 ) $ 97,024 | |
Schedule of Convertible Notes | June 30, June 30, Inception 2021 2020 Quoted market price on valuation date $ 0.01 $ 1.35 $ 0.0002 Contractual conversion rate $ 0.0054 - $0.0081 $ 0.88 - $1.08 $ 0.00010 - $0.00016 Range of effective contractual conversion rates -- -- -- Contractual term to maturity 1.00 Year 0.23 Years 0.25 Years Market volatility: Volatility 138.28%-238.13 % 187.33 % 138.28%-238.13 % Contractual interest rate 5%-12 % 5%-12 % 5%-12 % | |
Schedule of compound embedded derivatives | June 30, 2021 June 30, 2020 Beginning balance $ 257,493 $ 534,491 Issuances: Convertible Note Financing - - Removals - - Changes in fair value inputs and assumptions reflected 223,264 (97,024 ) Conversions (257,493 ) (179,974 ) Ending balance $ 223,264 $ 257,493 | 97024 |
PROVISION FOR CORPORATE INCOM_2
PROVISION FOR CORPORATE INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
PROVISION FOR CORPORATE INCOME TAXES | |
Schedule of statutory federal income tax rate | Statutory federal income tax rate (21 )% State taxes – net of federal benefits (5 )% Valuation allowance 26 % Income tax rate – net 0 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
LEASES (Tables) | |
Schedule of monthly lease payment | Monthly Rent Payments Base Rent Covid-19 Recoup* Total Rent April 1, 2021 $ 6,369 $ 983 $ 7,352 May 1, 2021 to December 31, 2021 $ 6,369 $ 621 $ 6,990 January 1, 2022 to December 31, 2022 $ 6,433 $ 621 $ 7,054 January 1, 2023 to December 31, 2023 $ 6,497 $ 621 $ 7,118 January 1, 2024 to December 31, 2024 $ 6,562 $ 621 $ 7,183 January 1, 2025 to March 31, 2025 $ 6,628 $ 621 $ 7,249 |
schedule of Right of use asset | June 30, 2021 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 282,371 $ 120,003 $ 394,398 $ 796,772 Less: accumulated amortization (14,571 ) (10,701 ) (14,187 ) (39,459 ) Right-of-use asset, net $ 267,800 $ 109,302 $ 380,211 $ 757,313 |
Schedule of Operating lease liability | June 30, 2021 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 267,798 $ 109,303 $ 380,212 $ 757,313 Less: current portion (60,912 ) (45,571 ) (60,412 ) (166,895 ) Long term portion $ 206,886 $ 63,732 $ 319,800 $ 590,418 |
Schedule Of Maturity of the lease liability | June 30, 2021 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Year ending June 30, 2022 $ 84,258 $ 54,000 $ 94,923 $ 233,181 Year ending June 30, 2023 85,025 54,000 94,923 233,948 Year ending June 30, 2024 85,802 13,501 94,923 194,226 Year ending June 30, 2025 64,841 - 94,923 159,764 Year ending June 30, 2026 - - 94,923 94,923 Year ending June 30, 2027 - - 7,913 7,913 Present value discount (52,128 ) (12,198 ) (102,316 ) (166,642 ) Lease liability $ 267,798 $ 109,303 $ 380,212 $ 757,313 |
GENERAL ORGANIZATION AND BUSI_2
GENERAL ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated deficit | $ (14,916,012) | $ (11,651,055) | |
Royalty liability | 1,500,000 | 0 | |
Investment received | $ 2,000,000 | ||
Cash | $ 433,435 | 766 | |
Reverse stock split | The principal amount of the notes and accrued and unpaid interest were convertible into common shares of the Company upon the due date at $1.00 per share post reverse-split ($0.0001 per share prior to the reverse split). | ||
Cash acquired in business combination | $ 412,276 | 0 | |
Purchase of subsidiary | $ (2,000,110) | $ 0 | |
Sarah Day Care Centers, Inc. [Member] | |||
Purchase of subsidiary | 2,000,110 | ||
Sarah Adult Day Services, Inc [Member] | |||
Cash acquired in business combination | $ 3,718,833 |
LIQUIDITY CAPITAL RESOURCES AND
LIQUIDITY CAPITAL RESOURCES AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | ||
Total liabilities | $ 5,299,329 | $ 4,039,381 |
Accumulated deficit | (14,916,012) | (11,651,055) |
Total assets | 5,243,884 | 766 |
Net Loss | $ (3,264,957) | $ (489,695) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jun. 30, 2021USD ($) |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | |
Cash | $ 250,000 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Cash | $ 250,000 | |
Accounts receivable | 178,555 | $ 0 |
Deposits and prepaid expenses | 10,331 | |
Property, plant and equipment | 335,426 | |
Right-of-use asset | 757,313 | 0 |
Accounts payable and accrued expenses | 775,969 | 80,986 |
Notes payable, current, net of debt discount | 715,143 | 0 |
Lease liability | 166,895 | 0 |
Goodwill | 3,473,264 | 0 |
Royalty fee liability | 1,500,000 | $ 0 |
Consideration [Member] | ||
Cash | 2,000,110 | |
Notes payable, current, net of debt discount | 393,885 | |
Legal fees | (175,162) | |
Royalty fee liability | 1,500,000 | |
Total consideration | 3,718,833 | |
Fair value of net identifiable assets (liabilities) acquired [Member] | ||
Cash | 412,276 | |
Accounts receivable | 84,674 | |
Deposits and prepaid expenses | 15,139 | |
Notes receivables | 110,510 | |
Property, plant and equipment | 335,426 | |
Right-of-use asset | 796,771 | |
Total fair value of net identifiable assets | 1,754,796 | |
Accounts payable and accrued expenses | 625,462 | |
Notes payable, current, net of debt discount | 454,524 | |
PPP Loan | 439,160 | |
Lease liability | 796,771 | |
Total fair value of net identifiable liabilities | 2,315,917 | |
Fair value of net identifiable assets (liabilities) acquired | (561,121) | |
Goodwill | $ 4,279,954 |
BUSINESS ACQUISITION (Details 1
BUSINESS ACQUISITION (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Weighted average number of shares of common stock outstanding- basic and diluted | 2,117,130 | 292,211 |
Net loss per share- basic and diluted | $ (1.54) | $ (1.68) |
Net revenue | $ 349,143 | $ 0 |
Net Loss | $ (3,264,957) | $ (489,695) |
Pro Forma [Member] | ||
Weighted average number of shares of common stock outstanding- basic and diluted | 2,117,130 | 2,992,222 |
Net loss per share- basic and diluted | $ (0.60) | $ 0 |
Net revenue | $ 677,997 | $ 1,185,577 |
Net Loss | $ (3,513,187) | $ (1,192,442) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | ||
Loss on impairment of goodwill | $ 806,690 | $ 0 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Less long-term | $ (14,466) | |
Total short term notes receivable | 48,987 | |
Notes receivable | 63,453 | $ 0 |
March 2023 [Member] | ||
Notes receivable | $ 41,985 |
NOTES RECEIVABLE (Details 1)
NOTES RECEIVABLE (Details 1) | Jun. 30, 2021USD ($) |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | |
2022 | $ 48,987 |
Notes receivable | 63,453 |
2023 | $ 14,466 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) | Jun. 30, 2021USD ($) |
Property, plant and equipment | $ 335,426 |
Less: Accumulated depreciation | (9,638) |
Property, plant and equipment - net | 325,788 |
Leasehold improvements [Member] | |
Property, plant and equipment | 294,864 |
Vehicles [Member] | |
Property, plant and equipment | 22,554 |
Computer equipment [Member] | |
Property, plant and equipment | 12,553 |
Furniture and fixtures [Member] | |
Property, plant and equipment | $ 5,455 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | ||
Depreciation | $ 9,638 | $ 0 |
NOTES PAYABLE RELATED PARTIES (
NOTES PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | ||
Notes payable, related parties, current | $ 0 | $ 120,443 |
Notes payable term | 1 year | |
Outstanding interest, related parties | $ 0 | $ 299 |
Notes payable interest rate | 10.00% | |
Reverse split | The principal amount of the notes and accrued and unpaid interest were convertible into common shares of the Company upon the due date at $1.00 per share post reverse-split ($0.0001 per share prior to the reverse split). |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Total Notes payable | $ 715,143 | $ 0 |
Notes Payable Seven [Member] | ||
Date of issuance | 11/4/17 | |
Maturity date | 11/4/18 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 96,000 |
Debt instrument, original principal balance | $ 96,000 | |
Notes Payable Seven [Member] | March 25, 2021 [Member] | ||
Date of issuance | Jun. 29, 2021 | |
Maturity date | Dec. 29, 2021 | |
Interest rate | 5.00% | |
Debt instrument, principal balance | $ 5,000 | 0 |
Debt instrument, original principal balance | $ 5,000 | |
Notes Payable Six [Member] | ||
Date of issuance | 3/4/18 | |
Maturity date | 3/4/20 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 5,000 |
Debt instrument, original principal balance | $ 5,000 | |
Notes Payable Six [Member] | March 25, 2021 [Member] | ||
Date of issuance | May 10, 2021 | |
Maturity date | Nov. 10, 2021 | |
Interest rate | 5.00% | |
Debt instrument, principal balance | $ 20,000 | 0 |
Debt instrument, original principal balance | $ 20,000 | |
Notes Payable Five [Member] | ||
Date of issuance | 12/31/19 | |
Maturity date | 6/30/20 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 1,312,000 |
Debt instrument, original principal balance | $ 1,210,000 | |
Notes Payable Five [Member] | March 25, 2021 [Member] | ||
Date of issuance | Mar. 25, 2021 | |
Maturity date | Mar. 6, 2021 | |
Interest rate | 5.00% | |
Debt instrument, principal balance | $ 158,503 | 0 |
Debt instrument, original principal balance | $ 158,503 | |
Notes Payable Four [Member] | ||
Date of issuance | 12/31/19 | |
Maturity date | 6/30/20 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 200,000 |
Debt instrument, original principal balance | $ 176,000 | |
Notes Payable Four [Member] | March 25, 2021 [Member] | ||
Date of issuance | Mar. 25, 2021 | |
Maturity date | Mar. 6, 2021 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 47,436 | 0 |
Debt instrument, original principal balance | $ 47,436 | |
Notes Payable Three [Member] | ||
Date of issuance | 6/15/20 | |
Maturity date | 12/15/20 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 252,588 |
Debt instrument, original principal balance | $ 252,588 | |
Notes Payable Three [Member] | March 25, 2021 [Member] | ||
Date of issuance | Mar. 25, 2021 | |
Maturity date | Mar. 6, 2021 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 37,949 | 0 |
Debt instrument, original principal balance | $ 37,949 | |
Notes Payable Two [Member] | ||
Date of issuance | 5/6/20 | |
Maturity date | 11/6/20 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Two [Member] | March 25, 2021 [Member] | ||
Date of issuance | Mar. 25, 2021 | |
Maturity date | Mar. 6, 2021 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 308,500 | 0 |
Debt instrument, original principal balance | $ 308,500 | |
Notes Payable One [Member] | ||
Date of issuance | 6/30/20 | |
Maturity date | 12/31/20 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 48,750 |
Debt instrument, original principal balance | $ 48,750 | |
Notes Payable One [Member] | March 25, 2021 [Member] | ||
Date of issuance | Dec. 25, 2020 | |
Maturity date | Dec. 15, 2020 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 137,755 | $ 0 |
Debt instrument, original principal balance | $ 146,021 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
NOTES PAYABLE | ||
Total Notes payable | $ 715,143 | $ 0 |
Accrued interest | $ 529,664 | $ 819,916 |
CONVERTIBLE NOTES PAYABLE, IN_3
CONVERTIBLE NOTES PAYABLE, IN DEFAULT (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Notes payable | $ 349,900 | |
Notes Payable Thirty Nine [Member] | ||
Maturity date | 9/16/06 | |
Date of issuance | 9/9/08 | |
Interest rate | 12.00% | |
Debt instrument, principal balance | $ 38,000 | $ 38,000 |
Debt instrument, original principal balance | $ 100,000 | |
Conversion rate, percentage | 35% discount to market | |
Notes Payable Fourty [Member] | ||
Maturity date | 4/1/07 | |
Date of issuance | 10/1/05 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.50 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Thirty Eight [Member] | ||
Maturity date | 11/30/08 | |
Date of issuance | 11/30/06 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.95 | |
Debt instrument, principal balance | $ 50,000 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Thirty Four [Member] | ||
Maturity date | 6/15/09 | |
Date of issuance | 6/14/07 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Conversion rate, percentage | lesser $0.50 or 25% discount to market | |
Notes Payable Thirty Three [Member] | ||
Maturity date | 4/17/09 | |
Date of issuance | 4/17/07 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | lesser $0.45 or 35% discount to market | |
Notes Payable Thirty Six [Member] | ||
Maturity date | 4/17/09 | |
Date of issuance | 4/17/07 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Conversion rate, percentage | lesser $0.45 or 35% discount to market | |
Notes Payable Thirty Five [Member] | ||
Maturity date | 1/29/09 | |
Date of issuance | 1/29/07 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.95 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Thirty Two [Member] | ||
Notes payable | 596,804 | |
Maturity date | 2/26/09 | |
Date of issuance | 2/26/07 | |
Interest rate | 12.00% | |
Debt instrument, principal balance | $ 30,000 | 30,000 |
Debt instrument, original principal balance | $ 30,000 | |
Conversion rate, percentage | lesser $0.50 or 35% discount to market | |
Notes Payable Thirty One [Member] | ||
Maturity date | 8/25/12 | |
Date of issuance | 8/25/09 | |
Interest rate | 12.00% | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | lesser $0.01 or 20% discount to market | |
Notes Payable Thirty [Member] | ||
Maturity date | 8/26/12 | |
Date of issuance | 8/26/09 | |
Interest rate | 12.00% | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | lesser $0.01 or 20% discount to market | |
Notes Payable Thirty Seven [Member] | ||
Maturity date | 12/23/08 | |
Date of issuance | 12/23/06 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.95 | |
Debt instrument, principal balance | $ 18,000 | 18,000 |
Debt instrument, original principal balance | $ 18,000 | |
Notes Payable Twenty Nine [Member] | ||
Maturity date | 8/31/12 | |
Date of issuance | 8/31/09 | |
Interest rate | 12.00% | |
Debt instrument, principal balance | $ 5,000 | 5,000 |
Debt instrument, original principal balance | $ 5,000 | |
Conversion rate, percentage | lesser $0.01 or 20% discount to market | |
Notes Payable Twenty Eight [Member] | ||
Maturity date | 10/31/10 | |
Date of issuance | 10/31/09 | |
Interest rate | 8.00% | |
Debt instrument, principal balance | $ 4,000 | 4,000 |
Debt instrument, original principal balance | $ 4,000 | |
Conversion rate, percentage | no written agreement | |
Notes Payable Twenty Seven [Member] | ||
Maturity date | 10/3/12 | |
Date of issuance | 10/3/10 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | lesser $0.01 or 20% discount to market | |
Notes Payable Twenty Six [Member] | ||
Maturity date | 4/11/12 | |
Date of issuance | 10/11/11 | |
Interest rate | 12.00% | |
Conversion rate | $ 0.0039 | |
Debt instrument, principal balance | $ 0 | 2,500 |
Debt instrument, original principal balance | $ 2,500 | |
Notes Payable Twenty Five[Member] | ||
Maturity date | 10/18/11 | |
Date of issuance | 10/18/11 | |
Interest rate | 8.00% | |
Debt instrument, principal balance | $ 6,900 | 6,900 |
Debt instrument, original principal balance | $ 1,900 | |
Conversion rate, percentage | no written agreement | |
Notes Payable Twenty Four [Member] | ||
Maturity date | 7/26/12 | |
Date of issuance | 1/26/12 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.001125 | |
Debt instrument, principal balance | $ 0 | 42,595 |
Debt instrument, original principal balance | $ 65,595 | |
Notes Payable Twenty Three [Member] | ||
Maturity date | 12/15/12 | |
Date of issuance | 6/15/12 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.000350 | |
Debt instrument, principal balance | $ 8,000 | 8,000 |
Debt instrument, original principal balance | $ 8,000 | |
Notes Payable Twenty Two [Member] | ||
Maturity date | 8/10/12 | |
Date of issuance | 2/10/12 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.001190 | |
Debt instrument, principal balance | $ 0 | 25,000 |
Debt instrument, original principal balance | $ 25,000 | |
Notes Payable Twenty One [Member] | ||
Maturity date | 9/16/12 | |
Date of issuance | 3/16/12 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.002 | |
Debt instrument, principal balance | $ 0 | 60,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Twenty [Member] | ||
Maturity date | 10/31/13 | |
Date of issuance | 10/31/12 | |
Interest rate | 10.00% | |
Debt instrument, principal balance | $ 0 | 22,498 |
Debt instrument, original principal balance | $ 104,278 | |
Conversion rate, percentage | lesser $0.0015 or 50% discount to market | |
Notes Payable Nineteen [Member] | ||
Maturity date | 2/26/14 | |
Date of issuance | 8/26/14 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0001 | |
Debt instrument, principal balance | $ 50,000 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Eighteen [Member] | ||
Maturity date | 2/26/14 | |
Date of issuance | 8/26/14 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0001 | |
Debt instrument, principal balance | $ 0 | 73,900 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Seventeen [Member] | ||
Maturity date | 10/17/15 | |
Date of issuance | 10/17/14 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0001 | |
Debt instrument, principal balance | $ 0 | 2,500 |
Debt instrument, original principal balance | $ 8,500 | |
Notes Payable Sixteen [Member] | ||
Maturity date | 1/8/16 | |
Date of issuance | 1/8/15 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0001 | |
Debt instrument, principal balance | $ 0 | 12,500 |
Debt instrument, original principal balance | $ 12,500 | |
Notes Payable Fifteen [Member] | ||
Maturity date | 3/24/16 | |
Date of issuance | 3/24/15 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0001 | |
Debt instrument, principal balance | $ 0 | 5,000 |
Debt instrument, original principal balance | $ 5,000 | |
Notes Payable Fourteen [Member] | ||
Maturity date | 3/30/16 | |
Date of issuance | 3/30/15 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0001 | |
Debt instrument, principal balance | $ 0 | 5,000 |
Debt instrument, original principal balance | $ 5,000 | |
Notes Payable Thirteen [Member] | ||
Maturity date | 6/29/16 | |
Date of issuance | 7/1/15 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00014 | |
Debt instrument, principal balance | $ 0 | 25,000 |
Debt instrument, original principal balance | $ 25,000 | |
Notes Payable Twelve [Member] | ||
Maturity date | 9/6/17 | |
Date of issuance | 9/6/16 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00004 | |
Debt instrument, principal balance | $ 0 | 25,000 |
Debt instrument, original principal balance | $ 25,000 | |
Notes Payable Eleven [Member] | ||
Maturity date | 3/3/18 | |
Date of issuance | 3/3/17 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00004 | |
Debt instrument, principal balance | $ 0 | 25,000 |
Debt instrument, original principal balance | $ 25,000 | |
Notes Payable Ten [Member] | ||
Maturity date | 4/10/19 | |
Date of issuance | 4/10/17 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00004 | |
Debt instrument, principal balance | $ 0 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Notes Payable Nine [Member] | ||
Maturity date | 4/30/18 | |
Date of issuance | 4/30/17 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00050 | |
Debt instrument, principal balance | $ 0 | 42,000 |
Debt instrument, original principal balance | $ 42,000 | |
Notes Payable Seven [Member] | ||
Maturity date | 11/4/18 | |
Date of issuance | 11/4/17 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00005 | |
Debt instrument, principal balance | $ 0 | 96,000 |
Debt instrument, original principal balance | $ 96,000 | |
Notes Payable Six [Member] | ||
Maturity date | 3/4/20 | |
Date of issuance | 3/4/18 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00004 | |
Debt instrument, principal balance | $ 0 | 5,000 |
Debt instrument, original principal balance | $ 5,000 | |
Notes Payable Five [Member] | ||
Maturity date | 6/30/20 | |
Date of issuance | 12/31/19 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00004 | |
Debt instrument, principal balance | $ 0 | 1,312,000 |
Debt instrument, original principal balance | $ 1,210,000 | |
Notes Payable Four [Member] | ||
Maturity date | 6/30/20 | |
Date of issuance | 12/31/19 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00004 | |
Debt instrument, principal balance | $ 0 | 200,000 |
Debt instrument, original principal balance | $ 176,000 | |
Notes Payable Three [Member] | ||
Maturity date | 12/15/20 | |
Date of issuance | 6/15/20 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00005 | |
Debt instrument, principal balance | $ 0 | 252,588 |
Debt instrument, original principal balance | $ 252,588 | |
Notes Payable Two [Member] | ||
Maturity date | 11/6/20 | |
Date of issuance | 5/6/20 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00010 | |
Debt instrument, principal balance | $ 0 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable One [Member] | ||
Maturity date | 12/31/20 | |
Date of issuance | 6/30/20 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00010 | |
Debt instrument, principal balance | $ 0 | 48,750 |
Debt instrument, original principal balance | $ 48,750 | |
Notes Payable Eight [Member] | ||
Maturity date | 12/9/17 | |
Date of issuance | 6/9/17 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00004 | |
Debt instrument, principal balance | $ 0 | $ 20,000 |
Debt instrument, original principal balance | $ 20,000 |
NOTES PAYABLE, LONG TERM (Detai
NOTES PAYABLE, LONG TERM (Details Narrative) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Debt term | 1 year |
Interest rate | 1.00% |
Gain on PPP forgiveness loan amount | $ 172,520 |
Forgiveness for remaining balance | 266,640 |
Accrued interest related to PPP loan | 5,779 |
Sarah Day Care Centers, Inc. [Member] | |
Proceeds from related party debt | 270,640 |
PPP loans forgiveness granted | 89,920 |
Sarah Adult Days Services, Inc [Member] | |
Proceeds from related party debt | 168,520 |
PPP loans forgiveness granted | $ 82,600 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Compound embedded derivative [Member] - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Indexed Shares | 405,106 | 3,764,003,526 |
Fair Value | $ (254,700) | $ (237,493) |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Compound embedded derivative | June 30, 2021 June 30, 2020 Beginning balance $ 257,493 $ 534,491 Issuances: Convertible Note Financing - - Removals - - Changes in fair value inputs and assumptions reflected 223,264 (97,024 ) Conversions (257,493 ) (179,974 ) Ending balance $ 223,264 $ 257,493 | 97024 |
Day one derivative loss | $ 0 | $ 0 |
Total derivative gain (loss) | $ (223,264) | $ 97,024 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Quoted market price on valuation date | $ 1.35 | $ 0.0002 |
Range of effective contractual conversion rates | 0.00% | 0.00% |
Contractual term to maturity | 2 months 23 days | 2 months 30 days |
Market volatility: | 187.33% | |
Minimum [Member] | ||
Market volatility: | 138.28% | |
Contractual conversion rate | $ 0.88 | $ 0.00010 |
Contractual interest rate | 5.00% | 5.00% |
Maximum [Member] | ||
Market volatility: | 238.13% | |
Contractual conversion rate | $ 1.08 | $ 0.00016 |
Contractual interest rate | 12.00% | 12.00% |
Inception [Member] | ||
Quoted market price on valuation date | $ 0.01 | |
Range of effective contractual conversion rates | 0.00% | |
Contractual term to maturity | 1 year | |
Inception [Member] | Minimum [Member] | ||
Market volatility: | 138.28% | |
Contractual conversion rate | $ 0.0054 | |
Contractual interest rate | 5.00% | |
Inception [Member] | Maximum [Member] | ||
Market volatility: | 238.13% | |
Contractual conversion rate | $ 0.0081 | |
Contractual interest rate | 12.00% |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Beginning balance | $ 257,493 | $ 534,491 |
Issuances Convertible Note Financing | 0 | 0 |
Removals | 0 | 0 |
Changes in fair value inputs and assumptions reflected | 233,264 | (97,024) |
Conversions | (257,493) | (179,974) |
Ending balance | $ 233,264 | $ 257,493 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) | Feb. 02, 2021USD ($)integershares | Feb. 11, 2011 | Mar. 19, 2021USD ($)shares | Feb. 19, 2021$ / sharesshares | Dec. 31, 2020USD ($)integer$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 25, 2021$ / shares |
Conversion of stock | 100 | |||||||
Common stock, shares par value | $ / shares | $ 0.000001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized | 500,000,000 | 130,000,000 | 130,000,000 | |||||
Convertible promissory notes | $ | $ 2,702,425 | $ 0 | ||||||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | ||||||
Preferred stock, shares par value | $ / shares | $ 0.000001 | $ 0.000001 | ||||||
Reverse stock split | The principal amount of the notes and accrued and unpaid interest were convertible into common shares of the Company upon the due date at $1.00 per share post reverse-split ($0.0001 per share prior to the reverse split). | |||||||
FINRA [Member] | ||||||||
Reverse stock split | 10,000:1 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred Stock Shares | 47,400,000 | |||||||
Preferred stock, shares authorized | 5,000,000,000 | |||||||
Preferred stock, shares par value | $ / shares | $ 0.000001 | $ 5.06 | ||||||
Common stock | 474,000 | |||||||
Series A Preferred Stock [Member] | Seven Investors [Member] | ||||||||
Preferred Stock Shares | 317,500 | |||||||
Conversion of stock, amount | $ | $ 1,602,097 | |||||||
Series A and B Preferred Stock [Member] | ||||||||
Conversion of stock | 100 | |||||||
Common stock, shares par value | $ / shares | $ 0.000001 | |||||||
Common stock, shares authorized | 1,000,000,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000,000 | |||||||
Preferred stock, shares par value | $ / shares | $ 0.000001 | |||||||
Series B Preferred Stock [Member] | ||||||||
Preferred stock, shares authorized | 5,000,000,000 | |||||||
Preferred stock, shares par value | $ / shares | $ 0.000001 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred stock, shares par value | $ / shares | $ 0.000001 | |||||||
Preferred stock, shares designated | 100,000 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Conversion of stock | 100 | |||||||
Preferred stock, shares authorized | 2,000,000 | |||||||
Preferred stock, shares par value | $ / shares | $ 0.000001 | $ 0.000001 | ||||||
Preferred stock, shares designated | 100,000 | |||||||
Board of Directors [Member] | ||||||||
Number of noteholders | integer | 5 | |||||||
Percentage of voting rights | 87.32% | |||||||
Three Noteholders [Member] | ||||||||
Conversion of stock | 6,439,917,317 | |||||||
Convertible promissory notes | $ | $ 325,666 | |||||||
Number of noteholders | integer | 3 | |||||||
Eleven Noteholders [Member] | ||||||||
Conversion of stock | 14,586,720,714 | |||||||
Convertible promissory notes | $ | $ 833,790 | |||||||
Number of noteholders | integer | 11 | |||||||
Two Board of Directors [Member] | ||||||||
Conversion of stock | 34,267,187,500 | |||||||
Convertible promissory notes | $ | $ 1,644,825 | |||||||
Notes Payable to Common Shares [Member] | ||||||||
Conversion of stock | 40,702,104,817 | |||||||
Stock issued for service | 1,050,000,000 | |||||||
Number of common share post split | 105,000 | |||||||
Convertible promissory notes | $ | $ 1,965,460 |
PROVISION FOR CORPORATE INCOM_3
PROVISION FOR CORPORATE INCOME TAXES (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
NOTES RECEIVABLE (Tables) | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes - net of federal benefits | 5.00% | 5.00% |
Valuation allowance | 26.00% | 26.00% |
Income tax rate - net | 0.00% | 0.00% |
PROVISION FOR CORPORATE INCOM_4
PROVISION FOR CORPORATE INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
NOTES RECEIVABLE (Tables) | ||
Change in valuation allowance | $ 514,843 | |
Valuation allowance | 2,792,070 | $ 2,277,227 |
Net operating losses | $ 13,296,000 |
UNPAID PAYROLL TAXES (Details N
UNPAID PAYROLL TAXES (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
STOCKHOLDERS EQUITY | ||
Payroll related taxes, Internal Revenue Service | $ 60,402 | $ 17,401 |
Payroll related taxes, accounts payable | 775,969 | 775,969 |
Due to IRS and New York State payroll taxes | $ 77,803 | $ 77,803 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
April 21, 2021 [Member] | Lease Agreement [Member] | |
Reneval options | 5 years |
Description of lease | The leases are for a ten-year period beginning on July 1, 2021, and ending on June 30, 2031 |
Pre month rent | $ 7,500 |
Sarah Cares Corporate 2 Member | |
Description of Lease Square Two Feet | SarahCare location is for approximately 5,300 square feet located at 6199 Frank Ave. NW, North Canton, Ohio, 44720. The lease began in 2018 and ends in 2026. |
Sarah Cares Corporate 1 [Member] | |
Description of Lease Square Two Feet | SarahCare location is for approximately 5,300 square feet located at 6199 Frank Ave. NW, North Canton, Ohio, 44720. The lease began in 2018 and ends in 2026. |
Sarah Cares Corporate [Member] | |
Description of Lease Square Two Feet | SarahCare’s corporate office is approximately 3,470 square feet and is located at 4580 Stephen Circle NW, Canton, Ohio, 44718. The lease began in 2017 and ends in 2023. |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Total Rent | $ 1,350 | |
January 1, 2022 to December 31, 2022 [Member] | ||
Covid-19 Recoup | $ 621 | |
Total Rent | 7,054 | |
Base Rent | 6,433 | |
January 1, 2023 to December 31, 2023 [Member] | ||
Covid-19 Recoup | 621 | |
Total Rent | 7,118 | |
Base Rent | 6,497 | |
January 1, 2024 to December 31, 2024 [Member] | ||
Covid-19 Recoup | 621 | |
Total Rent | 7,249 | |
Base Rent | 6,562 | |
January 1, 2025 to March 31, 2025 [Member] | ||
Covid-19 Recoup | 621 | |
Total Rent | 7,249 | |
Base Rent | 6,628 | |
April 1, 2021 [Member] | ||
Covid-19 Recoup | 983 | |
Total Rent | 7,352 | |
Base Rent | 6,369 | |
May 1, 2021 to December 31, 2021 [Member] | ||
Covid-19 Recoup | 621 | |
Total Rent | 6,990 | |
Base Rent | $ 6,369 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Right-of-use asset, net | $ 757,313 | $ 0 |
Stow Professional Center Lease [Member] | ||
Office lease | 282,371 | |
Less: accumulated amortization | (14,571) | |
Right-of-use asset, net | 267,800 | |
Harbor Lease [Member] | ||
Office lease | 120,003 | |
Less: accumulated amortization | (10,701) | |
Right-of-use asset, net | 109,302 | |
S. Frank Professional Lease [Member] | ||
Office lease | 394,398 | |
Less: accumulated amortization | (14,187) | |
Right-of-use asset, net | 380,211 | |
Right-of-use asset [Member] | ||
Office lease | 796,772 | |
Less: accumulated amortization | (39,459) | |
Right-of-use asset, net | $ 757,313 |
LEASES (Details 2)
LEASES (Details 2) | Jun. 30, 2021USD ($) |
Operating Lease Liabilty [Member] | |
Office lease | $ 757,313 |
Less: current portion | (166,895) |
Long term portion | 590,418 |
Stow Professional Center Lease [Member] | |
Office lease | 267,798 |
Less: current portion | (60,912) |
Long term portion | 206,886 |
Harbor Lease [Member] | |
Office lease | 109,303 |
Less: current portion | (45,571) |
Long term portion | 63,732 |
S. Frank Professional Lease [Member] | |
Office lease | 380,212 |
Less: current portion | (60,412) |
Long term portion | $ 319,800 |
LEASES (Details 3)
LEASES (Details 3) | Jun. 30, 2021USD ($) |
Year ending June 30, 2022 | $ 233,181 |
Year ending June 30, 2023 | 233,948 |
Year ending June 30, 2024 | 194,226 |
Year ending June 30, 2025 | 159,764 |
Year ending June 30, 2026 | 94,923 |
Year ending June 30, 2027 | 7,913 |
Present value discount | (166,642) |
Lease liability | 757,313 |
Stow Professional Center Lease [Member] | |
Year ending June 30, 2022 | 84,258 |
Year ending June 30, 2023 | 85,025 |
Year ending June 30, 2024 | 85,802 |
Year ending June 30, 2025 | 64,841 |
Year ending June 30, 2026 | 0 |
Year ending June 30, 2027 | 0 |
Present value discount | (52,128) |
Lease liability | 267,798 |
Harbor Lease [Member] | |
Year ending June 30, 2022 | 54,000 |
Year ending June 30, 2023 | 54,000 |
Year ending June 30, 2024 | 13,501 |
Year ending June 30, 2025 | 0 |
Year ending June 30, 2026 | 0 |
Year ending June 30, 2027 | 0 |
Present value discount | (12,198) |
Lease liability | 109,303 |
S. Frank Professional Lease [Member] | |
Year ending June 30, 2022 | 94,923 |
Year ending June 30, 2023 | 94,923 |
Year ending June 30, 2024 | 94,923 |
Year ending June 30, 2025 | 94,923 |
Year ending June 30, 2026 | 94,923 |
Year ending June 30, 2027 | 7,913 |
Present value discount | (102,316) |
Lease liability | $ 380,212 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Harbor Lease [Member] | |
Monthly lease payments | $ 4,500 |
Lease expiration date | September 30, 2023 |
S. Frank Professional Lease [Member] | |
Monthly lease payments | $ 7,910 |
Lease expiration date | July 1, 2026 |
Repayments for COVID relief | $ 603 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 21, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Mar. 25, 2021 | Mar. 19, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Jun. 30, 2019 | |
Rent new york office per month | $ 1,350 | |||||||
Total amount owed to related party | 0 | $ 101,850 | ||||||
Accumulated rent | $ 0 | $ 101,850 | ||||||
Common stock issued, shares | 292,211 | 15,557,327 | ||||||
Common stock issued, value | $ 0 | $ 16 | ||||||
Preferred shares issued, shares | 47,400,000 | 317,500 | ||||||
Preferred shares issued, value | $ 47 | $ 0 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | ||||||
SarahCare [Member] | ||||||||
Rent new york office per month | $ 7,500 | |||||||
Lease beginning date | Jul. 1, 2021 | |||||||
Lease term | 10 years | |||||||
Lease expiration date | Jun. 30, 2031 | |||||||
Lease description | All of the leases are for a ten-year period beginning on July 1, 2021, and ending on June 30, 2031, with a 5-year renewal option.. | |||||||
Restricted Stock [Member] | ||||||||
Share conversion price | $ 0.0503 | |||||||
Common stock issued, shares | 2,476,212 | |||||||
Common stock issued, value | $ 250,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred shares issued, shares | 100,542 | |||||||
Preferred shares issued, value | $ 508,834 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 5.06 | $ 0.000001 | ||||||
Mr. Everhardt [Member] | ||||||||
Ownership percentage | 50.00% | |||||||
Conversion of convertible notes and accrued interest | $ 114,244 | |||||||
Convertible notes and accrued interest coverted for shares, shares | 114,244 | |||||||
Share conversion price | $ 1 | |||||||
Jay Odintz [Member] | Series A Preferred Stock [Member] | Restricted Stock [Member] | ||||||||
Share conversion price | $ 0.000048 | |||||||
Number of shares converted | 4,800,000 | |||||||
Common stock issued, shares | 48,000 | 4,518,062,500 | ||||||
Common stock issued, value | $ 216,867 | |||||||
Michael J Friedman [Member] | Series A Preferred Stock [Member] | Restricted Stock [Member] | ||||||||
Share conversion price | $ 0.000048 | |||||||
Number of shares converted | 42,600,000 | |||||||
Common stock issued, shares | 426,000 | 29,749,125,000 | ||||||
Common stock issued, value | $ 1,427,958 |