Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Oct. 09, 2023 | Dec. 31, 2022 | |
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 | Yes | ||
Document Period End Date | Jun. 30, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 21,157,327 | ||
Entity Public Float | $ 0 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-51390 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 33-1130446 | ||
Entity Address Address Line 1 | 2310 York Street | ||
Entity Address Address Line 2 | Suite 200 | ||
Entity Address City Or Town | Blue Island | ||
Entity Address State Or Province | IL | ||
Entity Address Postal Zip Code | 60406 | ||
City Area Code | 708 | ||
Local Phone Number | 925-9424 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 3289 | ||
Auditor Name | Accell Audit & Compliance, P.A. | ||
Auditor Location | Tampa, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets | ||
Cash and cash equivalents | $ 157,589 | $ 301,337 |
Accounts receivable, net | 224,641 | 186,285 |
Notes receivable | 0 | 17,995 |
Notes receivable, related party | 9,294 | 9,294 |
Prepaid expenses | 2,250 | 0 |
Total current assets | 393,774 | 514,911 |
Deposits | 6,716 | 6,716 |
Right-of-use asset | 403,889 | 589,361 |
Finance lease asset, net | 16,065 | 20,655 |
Property and equipment, net of accumulated depreciation | 307,997 | 332,891 |
Intangible assets, net | 3,143,369 | 3,157,733 |
Goodwill | 177,777 | 177,777 |
Total Assets | 4,449,587 | 4,800,044 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,164,708 | 1,594,503 |
Accrued interest | 605,335 | 537,451 |
Accrued interest, related parties | 107,206 | 47,763 |
Notes payable, related parties, current | 802,063 | 732,562 |
Notes payable, current | 146,992 | 218,626 |
Convertible notes payable, current | 266,900 | 266,900 |
SBA loan, current | 20,952 | 20,952 |
Line of credit | 43,077 | 0 |
Derivative liability | 201,607 | 226,585 |
Finance lease liability | 53,707 | 42,855 |
Operating lease liability | 163,169 | 185,182 |
Total current liabilities | 3,575,716 | 3,852,427 |
Royalty liability, net of discount | 1,499,849 | 1,459,552 |
Finance lease liability, non-current | 73,623 | 143,269 |
Operating lease liability, non-current | 242,065 | 405,235 |
SBA Loan, non-current | 328,148 | 329,048 |
Notes payable, non-current | 38,572 | 0 |
Total Liabilities | 5,757,973 | 6,210,483 |
Stockholders' Deficit | ||
Series A Preferred stock, $0.000001 par value; 500,000,000 authorized: 367,500 shares issued and outstanding | 0 | 0 |
Common stock, $0.000001 par value; 130,000,000 shares authorized; 21,157,327 shares issued and outstanding | 21 | 21 |
Additional paid in capital | 35,313,906 | 31,563,906 |
Accumulated deficit | (36,622,313) | (32,974,366) |
Total Stockholders' Deficit | (1,308,386) | (1,410,439) |
Total Liabilities and Stockholders' Deficit | $ 4,449,587 | $ 4,800,044 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
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 | 367,500 | 367,500 |
Preferred stock, shares outstanding | 367,500 | 367,500 |
Common stock, shares authorized | 130,000,000 | 130,000,000 |
Common stock, shares par value | $ 0.000001 | $ 0.000001 |
Common stock, shares issued | 21,157,327 | 21,157,327 |
Common stock, shares outstanding | 21,157,327 | 21,157,327 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||
Participant fees | $ 1,098,249 | $ 794,027 |
Franchise fees | 626,594 | 503,586 |
Total Revenues | 1,724,843 | 1,297,613 |
Operating expenses: | ||
General and administrative | 972,624 | 933,268 |
Salaries and wages | 1,077,108 | 921,022 |
Licensing fees | 3,000,000 | 750,000 |
Consulting fees | 151,106 | 16,838,885 |
Legal and professional fees | 148,250 | 112,531 |
Total operating expenses | 5,349,088 | 19,555,706 |
Loss from operations | (3,624,245) | (18,258,093) |
Other income (expense): | ||
Interest expense, related parties | (66,796) | (8,972) |
Interest expense | (155,005) | (182,500) |
Impairment of ROU asset | 0 | (84,364) |
Change in fair value of derivatives | 24,978 | 28,115 |
Gain on forgiveness of PPP loan | 0 | 266,640 |
Other income | 173,121 | 180,820 |
Total other income (expense) | (23,702) | 199,739 |
Net loss | $ (3,647,947) | $ (18,058,354) |
Basic and diluted earnings per share on net loss | $ (0.17) | $ (1.09) |
Weighted average shares outstanding - basic and diluted | 21,157,327 | 16,603,755 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Series A, Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jun. 30, 2021 | 317,500 | 15,557,327 | |||
Balance, amount at Jun. 30, 2021 | $ (55,445) | $ 0 | $ 16 | $ 14,860,551 | $ (14,916,012) |
Issuance of common stock for services, shares | 5,600,000 | ||||
Issuance of common stock for services, amount | 8,853,360 | $ 0 | $ 5 | 8,853,355 | 0 |
Issuance of Series A preferred stock for services, shares | 50,000 | ||||
Issuance of Series A preferred stock for services, amount | 7,850,000 | $ 0 | 0 | 7,850,000 | 0 |
Net loss | (18,058,354) | $ 0 | $ 0 | 0 | (18,058,354) |
Balance, shares at Jun. 30, 2022 | 367,500 | 21,157,327 | |||
Balance, amount at Jun. 30, 2022 | (1,410,439) | $ 0 | $ 21 | 31,563,906 | (32,974,366) |
Net loss | (3,647,947) | 0 | 0 | 0 | (3,647,947) |
Contributed capital | 3,750,000 | $ 0 | $ 0 | 3,750,000 | 0 |
Balance, shares at Jun. 30, 2023 | 367,500 | 21,157,327 | |||
Balance, amount at Jun. 30, 2023 | $ (1,308,386) | $ 0 | $ 21 | $ 35,313,906 | $ (36,622,313) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (3,647,947) | $ (18,058,354) |
Adjustments to reconcile net loss to net | ||
Depreciation and amortization | 56,440 | 68,969 |
Stock issued for services | 0 | 16,703,360 |
Impairment of ROU asset | 0 | 61,112 |
Amortization of royalty fee liability discount | 40,297 | 71,039 |
Change in fair value of derivatives | (24,978) | (28,115) |
Gain on forgiveness of PPP loan | 0 | (266,640) |
Right-of-use | 289 | 1,056 |
Changes in operating assets & liabilities | ||
Accounts receivable | (38,356) | (7,730) |
Prepaid expenses | (2,250) | 1,745 |
Deposits | 0 | 3,615 |
Accounts payable and accrued liabilities | 3,320,205 | 818,534 |
Accrued interest, related party | 59,443 | 38,304 |
Accrued interest | 67,885 | 10,227 |
Net cash used by operating activities | (168,972) | (582,878) |
Cash Flows from Investing Activities | ||
Collections from notes receivable | 17,995 | 36,164 |
Acquisition of fixed assets | (12,592) | (46,363) |
Net cash used by investing activities | 5,403 | (10,199) |
Cash Flows from Financing Activities | ||
Proceeds from SBA loan | 0 | 200,000 |
Proceeds from notes payable, related party | 69,500 | 218,124 |
Payments on notes payable | 0 | (58,060) |
Payments on SBA loan | (900) | 0 |
Payments on notes payable | (33,062) | 0 |
Proceeds from finance lease | 0 | 108,929 |
Proceeds from line of credit | 45,000 | 0 |
Payments on line of credit | (1,923) | 0 |
Payments on finance lease | (58,794) | (8,014) |
Net cash provided by financing activities | 19,821 | 460,979 |
Increase in Cash and cash equivalents | (143,748) | (132,098) |
Cash and cash equivalents at beginning of period | 301,337 | 433,435 |
Cash and equivalents at end of period | 157,589 | 301,337 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 17,622 | 0 |
Non-cash investing and financing activities: | ||
Assignment of Visa Licensing Fee | 3,750,000 | 0 |
Finance lease asset acquired | $ 0 | $ 85,209 |
GENERAL ORGANIZATION AND BUSINE
GENERAL ORGANIZATION AND BUSINESS | 12 Months Ended |
Jun. 30, 2023 | |
GENERAL ORGANIZATION AND BUSINESS | |
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, primarily through its wholly owned subsidiaries Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. SarahCare (“SarahCare”), an adult day care franchisor with 25 centers (2 corporate and 23 franchise locations) located in 13 states. SarahCare offers seniors daytime care and activities focusing on meeting their physical and medical needs on a daily basis, and 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 April 1, 2022, the Company partnered with TruCash Group of Companies Inc. (“TruCash”), a leading global payments provider, to launch an all-in-one Super Healthcare App, called RX Vitality Wallet, that was being designed to cater to consumers, patients, hospitals, Seniors, and governments, with a solid platform of benefits and online banking. The RX Vitality digital healthcare wallet was being designed to offer 20%-75% pharmaceutical discounts at 65,000 pharmacies across the United States, including Walgreens and CVS. In addition, the Company plans to offer health and wellness discounts at 500+ online merchants, as well as earning points on its loyalty program. The Company intends to generate revenue from its digital wallet and mobile app in multiple ways, including but not limited to monthly recurring fees, transfer fees, and the inter-exchange rate. On June 15, 2022, the Company’s RX Vitality digital healthcare wallet became available for download at the Apple iOS App store for Apple iPhone users. The Company’s app has also been approved and is available on the Google Play Store. The Company’s digital healthcare wallet should be accessible by customers via mobile wallet on both the Apple iOS and Android App Stores. On April 5, 2022, the Company engaged mPulse Mobile, a leader in conversational AI and digital engagement solutions for the healthcare industry, to drive engagement with the Company’s digital app and wallet. On April 28, 2022, the Company entered into a share exchange agreement to acquire RX Vitality, Inc. (“RX Vitality”), a media and finance advisory company. On May 13, 2022, the Company entered into a partnership with VSUSA Corp. (“VSUSA”), a non-for-profit organization that empowers Veterans and Seniors by offering services designed to build successful life transitions with access to workforce and independent housing; health services; and social service programs in communities across the United States. The partnership permits the Company to use the VSUSA logo on the back of its Vitality Debit Card. For this, the Company is obligated to give up to 1% of its revenue generated from its Vitality Debit Card to VSUSA. The Company’s Chairman is a principal and co-Founder of VSUSA. On June 30, 2023 this agreement was canceled. |
LIQUIDITY CAPITAL RESOURCES AND
LIQUIDITY CAPITAL RESOURCES AND GOING CONCERN | 12 Months Ended |
Jun. 30, 2023 | |
LIQUIDITY CAPITAL RESOURCES AND GOING CONCERN | |
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, 2023 and 2022, the Company reported a net loss of $3,647,947 and $18,058,354, respectively. As of June 30, 2023, the Company maintained total assets of $4,449,587, total liabilities including long-term debt of $5,757,973 along with an accumulated deficit of $36,622,313. 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, 2023, the Company had $157,589 cash available for operations and had an accumulated deficit of $36,622,313. Management believes that cash on hand as of June 30, 2023 is not sufficient to fund operations through June 30, 2023. 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. The Company believes that additional capital will be required to fund operations through June 30, 2023 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 consolidated 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, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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, 2023 and 2022. Principles of Consolidation The Company has two wholly-owned operating subsidiaries; Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc., along with non-operating subsidiaries consisting of RX Vitality, Inc. and the 10 formed limited liability companies formed for the additional SarahCare location leases. The consolidated financial statements, which include the accounts of the Company and its two wholly-owned subsidiaries, are prepared in conformity with GAAP pursuant to the rules and regulations of the SEC. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with 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 exceeds $250,000 at June 30, 2023. For the purpose of the consolidated financial 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, 2023 and 2022. 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. Intangible Assets Certain intangible assets arose from the acquisition of Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. on March 25, 2021 and consist of the following, which have been or are being amortized on a straight-line basis over the following estimated useful lives unless they have an indefinite life: Asset Estimated Useful Life Customer Relationships 3 Trademarks Indefinite Non-Compete Agreement 3 CARF Accreditation 3 Franchise Agreements Indefinite An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the years ended June 30, 2023 and 2022, there were no impairment losses. Revenue Recognition Revenue is recognized when a customer obtains services. 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 services it provides 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. Patient Fees Participant 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. The Company’s franchisees pay 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. SarahCare, as the franchisor, supplies the franchisee’s with initial assistance and approval with the following: (1) Providing the site selection criteria for the SARAH Business and, upon a potential franchisee’s request, provide input regarding possible sites. The Company does not own and lease any site to franchisees. After the franchise selects and the Company approves a site, the Company will designate the geographic area within which they may establish the SARAH Business; (2) Approve the signage; (3) Identify the standards and specifications for products, services, and materials that comply with the System, and, if the Company requires, the approved suppliers of these items. The Company will furnish a potential Franchisee with the listing of the package of initial franchise items as detailed in the Operations Manual. Neither the Company or its affiliate provide, deliver, or install any of these items; (4) Provide an Initial Training Program; and (5) Provide an Operations Training Program. Once the Franchisee’s SarahCare business is operational, the Company will: (1) Issue and modify System standards for SARAH Businesses; (2) Provide access to a copy of the Company’s Operations Manual as they make available through our intranet. The Operations Manual contains mandatory and suggested specifications, standards and operating procedure; (3) Provide additional or special guidance and assistance and training as the Company deem appropriate and for which a potential Franchisee are financially responsible; (4) Inspect and observe the operation of the SARAH Business to help a potential Franchisee comply with the Franchise Agreement and all System standards; (5) Let the Franchisee use the confidential information; and, (6) Let the Franchisee use the Marks (trademarks, trade names, service marks, and logos). 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 The Company accounts for leases in accordance with Accounting Standards Update (ASU) 2016-02, “ Leases Fair value of financial instruments The Company’s financial instruments include cash and cash equivalents, accounts payable, accrued expenses, 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 12). Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under 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 consolidated 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 consolidated 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. Reclassification of Presentation Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no effect on the reported results of operations. Recently Issued Accounting Pronouncements 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 for the year ended as of June 30, 2023 or on a going forward basis. Subsequent Events In accordance with ASC 855, Subsequent Events |
NOTES RECEIVABLE
NOTES RECEIVABLE | 12 Months Ended |
Jun. 30, 2023 | |
NOTES RECEIVABLE | |
NOTES RECEIVABLE | NOTE 4. 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, June 30, 2023 2022 Note receivable from a franchise, due in monthly installments of $1,999, no interest, maturing March 2023 - 17,995 Total notes receivable - 17,995 Less long-term - - Total short term notes receivable $ - $ 17,995 June 30, 2023 June 30, 2022 Note receivable from related party (see Note 17), due in six months, with no installments, 5% interest maturing March 2022 9,294 9,294 Total notes receivable 9,294 9,294 Less long-term - - Total short term notes receivable $ 9,294 $ 9,294 |
PROPERTY PLANT AND EQUIPMENT
PROPERTY PLANT AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2023 | |
PROPERTY PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2023 and 2022: June 30, June 30, 2023 2022 Leasehold improvements $ 294,864 $ 294,864 Vehicles 67,116 67,116 Computer equipment 14,354 14,354 Furniture and fixtures 5,455 5,455 381,789 381,789 Less: Accumulated depreciation (73,792 ) (48,898 ) Property and equipment - net $ 307,997 $ 332,891 Depreciation expense was $24,894 and $39,260 for the years ended June 30, 2023 and 2022. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2023 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 6. INTANGIBLE ASSETS June 30, June 30, 2023 2022 Customer relationships $ 40,000 $ 40,000 Trademarks 410,000 410,000 Non-Compete Agreement 1,000 1,000 CARF Accreditation 23,000 23,000 Franchise Agreements 2,710,000 2,710,000 Website development 12,592 - Less: accumulated amortization (53,223 ) (26,267 ) Intangible assets - net $ 3,143,369 $ 3,157,733 The Company is amortizing these intangible over their respective remaining useful lives. The Company recorded amortization expense in the amount of $26,956 and $26,267 for the years ended June 30, 2023, and 2022, respectively. 2023. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2023 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 7. NOTES PAYABLE As of June 30, 2023 and 2022, the Company had $185,564 and $218,626, respectively, in outstanding notes payable, as follows: Original Principal Balance as of Date of Note Principal Interest June 30, June 30, Ref No. Issuance Balance Maturity Date Rate (%) 2023 2022 1 9/16/06 100,000 ** 12 $ 38,000 $ 38,000 2 12/25/20 $ 146,021 8/15/25 10 71,633 104,695 3 2/24/14 5,000 ** 9 8,547 8,547 4 2/24/14 39,000 ** 9 33,687 33,687 5 2/24/14 179,124 ** 9 33,697 33,697 Total $ 185,564 $ 218,626 Total Current $ 146,992 $ 218,626 Total Long Term $ 38,572 $ - ________ *These notes were assumed in connection with the acquisition on March 25, 2021. ** As of June 30, 2023, these notes are in default. Amount Owed Year Ended June 30, 2024 146,992 Year Ended June 30, 2025 33,061 Year Ended June 30, 2026 5,511 Total future payments 185,564 |
NOTES PAYABLE RELATED PARTIES,C
NOTES PAYABLE RELATED PARTIES,CURRENT | 12 Months Ended |
Jun. 30, 2023 | |
NOTES PAYABLE - RELATED PARTIES CURRENT | NOTE 8. NOTES PAYABLE, RELATED PARTIES, CURRENT As of June 30, 2023 and 2022, the Company had $802,063 and $732,562, respectively, in outstanding notes payable, related parties. As of June 30, 2023 and 2022, the Company had $102,206 and $47,763, respectively, in accrued interest related to these notes. Some of these notes were assumed in connection with the acquisition on March 25, 2021. Ref No. Date of Original Principal Maturity Date Interest Principal Note Issuance Balance Rate % 6/30/22 Rate % Balance 6/30/23 Principal Balance 1* 3/25/21 308,500 6/3/21 10 % $ 308,500 $ 308,500 2* 3/25/21 47,436 6/3/21 10 % 47,436 47,436 3* 3/25/21 158,503 6/3/21 10 % 158,502 158,502 4* 3/24/22 39,000 9/24/22 6 % 39,000 39,000 5* 5/5/22 179,124 11/5/22 6 % 179,124 179,124 6* 10/5/22 20,000 4/5/23 6 % 20,000 - 7* 11/9/22 500 5/9/23 6 % 500 - 8* 11/18/22 4,000 5/18/23 6 % 4,000 - 9 1/17/23 18,000 7/17/23 6 % 18,000 - 10 2/8/23 27,000 8/8/23 6 % 27,000 - Total $ 802,063 $ 732,562 * As of June 30, 2023, these notes are in default. On January 17, 2023, the Company signed a note receivable of $18,000 from a company founded and partially owned by the Company’s Chairman, Charles Everhardt. On February 8, 2023, the Company signed a note receivable of $27,000 from a company founded and partially owned by the Company’s Chairman, Charles Everhardt. |
CONVERTIBLE NOTES PAYABLE CURRE
CONVERTIBLE NOTES PAYABLE CURRENT IN DEFAULT | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE CURRENT IN DEFAULT | |
Convertible notes payable current in default | NOTE 9. CONVERTIBLE NOTES PAYABLE, CURRENT As of June 30, 2023 and 2022, the convertible notes payable were as follows: Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 6/30/23 Principal Balance 6/30/22 8/26/14 50,000 * 10 % $ 0.0001 $ 50,000 $ 50,000 6/15/12 8,000 * 10 % $ 0.000350 8,000 8,000 10/18/11 1,900 * 8 % 25% discount to market 6,900 6,900 10/3/10 20,000 * 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 * 8 % 25% discount of previous 5 days closing price 4,000 4,000 2/26/07 30,000 * 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 * 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 * 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 * 10 % $ 0.95 15,000 15,000 4/17/07 15,000 * 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 * 10 % $ 0.95 18,000 18,000 11/30/06 50,000 * 10 % $ 0.85 50,000 50,000 10/1/05 15,000 * 10 % $ 0.50 15,000 15,000 Total Current $ 266,900 $ 266,900 · As of June 30, 2023, these notes are in default. |
SBA LOAN
SBA LOAN | 12 Months Ended |
Jun. 30, 2023 | |
SBA LOAN | |
SBA LOAN | NOTE 10. SBA LOAN On June 25, 2020 and January 6, 2022, the Company’s wholly-owned subsidiary, Sarah Day Care Centers, Inc. received proceeds of $150,000 and $200,000, respectively, in the form of an SBA loan. Installment payments, including principal and interest of $1,746 are due monthly beginning on December 22, 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 years ended June 30, 2023 and 2022, the Company recorded $14,902 and $1,402 in accrued interest related to the SBA loan. Amount Owed Year Ended June 30, 2024 $ 1,737.01 Year Ended June 30, 2025 $ 8,055.29 Year Ended June 30, 2026 $ 8,362.61 Year Ended June 30, 2027 $ 8,681.65 Year Ended June 30, 2028 $ 8,980.04 Payments 2029 & Beyond $ 313,283.41 Total Payments $ 349,100.00 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jun. 30, 2023 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
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, 2023 and 2022 the amounts that were reflected in income related to derivatives for the year ended June 30, 2023 and 2022: June 30, 2023 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 780,619 $ 201,607 June 30, 2022 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 129,380 $ 226,585 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, 2023 and 2022: The financings giving rise to derivative financial instruments and the income effects: Years ended June 30, 2023 June 30, 2022 Compound embedded derivative $ 24,978 $ 28,115 Day one derivative loss - - Total derivative gain (loss) $ 24,978 $ 28,115 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 2023 2022 Quoted market price on valuation date $ 0.01 $ 0.55 $ 3.49 Contractual conversion rate $ 0.0054 - $0.0081 $ 0.3575 - $0.44 $ 1.94 - $2.62 Range of effective contractual conversion rates - - - Contractual term to maturity 1.00 Year 0.25 Years 0.25 Years Market volatility: Volatility 138.28%-238.13 % 138.28%-238.13 % 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, 2023 and 2022. June 30, 2023 June 30, 2022 Beginning balance $ 226,585 $ 254,700 Issuances: Convertible Note Financing - - Removals - - Changes in fair value inputs and assumptions reflected (24,978 ) (28,115 ) Conversions - - Ending balance $ 201,607 $ 226,585 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, 2023 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 12. STOCKHOLDERS’ DEFICIT On or about April 26, 2022, the Company entered into an Agreement for Share Exchange (the “Share Exchange Agreement”) to obtain 10,500,000 shares of common stock of Vitality RX, Inc., a Delaware corporation (“Vitality”), representing 100% ownership of Vitality, from Vitality’s five shareholders identified in the Share Exchange Agreement (the “Vitality Shareholders”), in consideration of the issuance by the Company to the Vitality Shareholders of 5,500,000 shares of Innovative common stock, and 50,000 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 5,000,000 shares of common stock) (such shares of common stock and preferred stock collectively the “Shares”). On or about April 28, 2022, the transaction closed, Innovative received the stock of Vitality from the Vitality Shareholders, and issued the Shares to the Vitality Shareholders. The Company determined that Vitality did not meet the definition of a business under ASC 805, as such, the issuance of shares was treated as stock-based compensation expense. Common Stock On or about April 26, 2022, the Company issued the Vitality Shareholders 5,500,000 common shares, par value, $0.000001 per share, to Vitality Shareholders’ for consulting services and their expertise in technology, financial services and media related to the Company’s digital healthcare wallet. 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 2,000,000 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. On September 15, 2021 the Company issued 100,000 common stock, par value, $0.000001 per share, to a consultant for services rendered to the Company. 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 cash investment for Series A Preferred Stock, pre-reverse stock split. Series A Preferred Stock & Series B Preferred Stock On April 26, 2022, the Company issued the Shareholders of Vitality 50,000 shares of Series A Convertible Preferred Stock, par value, $0.000001 per share, to Vitality’s five shareholder’s for consulting services and their expertise in technology, financial services and media related to the Company’s digital healthcare wallet. As of June 30, 2023, the Company had 500,000,000 authorized 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. 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 500,000,000 shares of the Parent Company’s Preferred Stock are designated as shares of Series A Convertible Preferred Stock, par value $0.000001 per share. 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, 2023 | |
PROVISION FOR CORPORATE INCOME TAXES | |
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, 2023 was $7,350,393 and as of June 30, 2022 was $6,584,324. The net change in allowance during the years ended June 30, 2023 and 2022 was $766,069 and $3,792,254, respectively. As of June 30, 2023, the Company has federal net operating loss carry forwards of approximately $35,002,000 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, 2023 and 2022 due to losses and full valuation allowances against net deferred tax assets. As of June 30, 2023 and June 30, 2022, 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, 2023 and 2022 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 2021 Federal, New Jersey nor New York Corporate Income Tax Returns. |
UNPAID PAYROLL TAXES
UNPAID PAYROLL TAXES | 12 Months Ended |
Jun. 30, 2023 | |
UNPAID PAYROLL TAXES | |
UNPAID PAYROLL TAXES | NOTE 14. UNPAID PAYROLL TAXES As of June 30, 2023 and 2022, 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, 2023 and 2022 was approximately $77,803 subject to further penalties and interest. This is included in accounts payable and accrued expenses on the Company’s consolidated balance sheets. IRS Tax Lien The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES Licensing Agreement On March 31, 2022, the Company entered into a management agreement with TruCash Group of Companies, Inc. (“TruCash’) where the Company is licensing from TruCash certain VISA ICAs and BINs to be used by the Company to offer certain pre-paid cards, mobile apps, loyalty programs, and other merchant related services to its potential clients. The Agreement has a term of five (5) years and monthly payments due to TruCash of $250,000 (the “Licensing Fee”). On June 30, 2023, the Company and TruCash cancelled the management agreement. Rent As of June 30, 2023, 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 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 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. On April 29, 2022, the Company amended the leases to delay commencement until November 1, 2022. On August 19, 2022, the Company and landlord mutually agreed to terminate four of the leases formed on April 21, 2021. SarahCare The Company is currently in default under its payment obligations in connection with the acquisition of SarahCare. |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2023 | |
LEASES | |
LEASES | NOTE 16. LEASES Operating 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 December 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 December 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 December 31, 2023. 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. S. Frank Professional Lease 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 the 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, 2023 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 282,371 $ 130,441 $ 412,770 $ 825,582 Less: accumulated amortization (144,929 ) (117,053 ) (159,711 ) (421,693 ) Right-of-use asset, net $ 137,442 $ 13,388 $ 253,059 $ 403,889 June 30, 2022 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 282,371 $ 130,441 $ 412,770 $ 825,582 Less: accumulated amortization (76,539 ) (66,710 ) (92,972 ) (236,221 ) Right-of-use asset, net $ 205,832 $ 63,731 $ 319,798 $ 589,361 Operating lease liability is summarized below: June 30, 2023 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 138,784 $ 13,388 $ 253,059 $ 405,231 Less: current portion (76,051 ) (13,388 ) (73,727 ) (163,166 ) Long term portion $ 62,733 $ - $ 179,332 $ 242,065 June 30, 2022 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Office lease $ 206,887 $ 63,732 $ 319,798 $ 590,417 Less: current portion (68,101 ) (50,343 ) (66,738 ) (185,182 ) Long term portion $ 138,786 $ 13,389 $ 253,060 $ 405,235 Maturity of the lease liability is as follows: June 30, 2023 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Year ending June 30, 2024 85,802 13,500 94,923 194,225 Year ending June 30, 2025 64,840 - 94,923 159,763 Year ending June 30, 2026 - - 94,923 94,923 Year ending June 30, 2027 - - 7,910 7,910 Present value discount (11,858 ) (112 ) (39,620 ) (51,590 ) Lease liability $ 138,784 $ 13,388 $ 253,059 $ 405,231 June 30, 2022 Stow Professional Center Lease Harbor Lease S. Frank Professional Lease Total Year ending June 30, 2023 $ 85,026 $ 54,000 $ 94,923 $ 233,949 Year ending June 30, 2024 85,802 13,500 94,923 194,225 Year ending June 30, 2025 64,840 - 94,923 159,763 Year ending June 30, 2026 - - 94,923 94,923 Year ending June 30, 2027 - - 7,910 7,910 Present value discount (28,781 ) (3,768 ) (67,804 ) (100,353 ) Lease liability $ 206,887 $ 63,732 $ 319,798 $ 590,417 Finance leases Commencing during the year ended June 30, 2023, the Company leases office equipment under two finance leases with combined monthly payments of $5,897. The leases mature on March 1, 2024 and December 1, 2026. Finance right of use assets are summarized below: As of As of June 30, June 30, 2023 2022 Equipment lease $ 24,097 $ 24,097 Less accumulated amortization (8,032 ) (3,442 ) Finance right of use asset $ 16,065 $ 20,655 On October 1, 2021, the Company discontinued use of one of its copiers. As a result, the Company recorded an impairment of assets in the amount of $84,364. Amortization expense was $4,590 and $3,442 for the years ended June 30, 2023 and 2022, respectively. Finance lease liabilities are summarized below: As of As of June 30, June 30, 2023 2022 Equipment lease $ 127,329 $ 186,124 Less: current portion (53,707 ) (42,855 ) Long term portion $ 73,623 $ 143,269 Equipment Lease Year Ended June 30, 2024 61,167 Year Ended June 30, 2025 32,388 Year Ended June 30, 2026 32,388 Year Ended June 30, 2027 16,194 Total future minimum lease payments 142,137 Less imputed interest (14,808 ) PV of payments $ 127,329 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 17. RELATED PARTY TRANSACTIONS During the years ended June 30, 2023 and 2022, related party transactions were as follows: As of June 30, 2023, 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 but expects to enter into a month-to-month office lease for this space. As of June 30, 2023, a company founded and partially owned by the Company’s Chairman, Charles Everhardt, has been assigned the $3,750,000 in payables to a Company owned by Charle’s Everhardt for the Vitality Card, this amount included $750,000 which was included in accounts payable and accrued expenses as of June 30, 2022. As of March 31, 2022, a company founded and partially owned by the Company’s Chairman, Charles Everhardt, has paid the Licensing Fees of $750,000 on behalf of the Company, which is included in accounts payable and accrued liabilities. On May 5, 2022, the Company signed a note receivable of $179,124 from a company founded and partially owned by the Company’s Chairman, Charles Everhardt. On March 25, 2022, the Company signed a note receivable of $39,000 from a company founded and partially owned by the Company’s Chairman, Charles Everhardt. On September 28, 2021, the Company signed a note receivable of $50,000 from a company founded and partially owned by the Company’s Chairman, Charles Everhardt. On September 8, 2021 the Company signed a note receivable of $29,294 from a company founded and partially owned by the Company’s Chairman, Charles Everhardt. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events for recognition and disclosure through October __, 2022, 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 except as described below. On August 21, 2023, the Company issued a note payable to a creditor in the amount of $150,000, and a maturity date of December 21, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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, 2023 and 2022. |
Principles of Consolidation | The Company has two wholly-owned operating subsidiaries; Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc., along with non-operating subsidiaries consisting of RX Vitality, Inc. and the 10 formed limited liability companies formed for the additional SarahCare location leases. The consolidated financial statements, which include the accounts of the Company and its two wholly-owned subsidiaries, are prepared in conformity with GAAP pursuant to the rules and regulations of the SEC. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with 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 exceeds $250,000 at June 30, 2023. For the purpose of the consolidated financial 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, 2023 and 2022. |
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. |
Intangible assets | Certain intangible assets arose from the acquisition of Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. on March 25, 2021 and consist of the following, which have been or are being amortized on a straight-line basis over the following estimated useful lives unless they have an indefinite life: Asset Estimated Useful Life Customer Relationships 3 Trademarks Indefinite Non-Compete Agreement 3 CARF Accreditation 3 Franchise Agreements Indefinite An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the years ended June 30, 2023 and 2022, there were no impairment losses. |
Revenue Recognition | Revenue is recognized when a customer obtains services. 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 services it provides 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. |
Patient fee | Participant 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 fee | 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. The Company’s franchisees pay 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. SarahCare, as the franchisor, supplies the franchisee’s with initial assistance and approval with the following: (1) Providing the site selection criteria for the SARAH Business and, upon a potential franchisee’s request, provide input regarding possible sites. The Company does not own and lease any site to franchisees. After the franchise selects and the Company approves a site, the Company will designate the geographic area within which they may establish the SARAH Business; (2) Approve the signage; (3) Identify the standards and specifications for products, services, and materials that comply with the System, and, if the Company requires, the approved suppliers of these items. The Company will furnish a potential Franchisee with the listing of the package of initial franchise items as detailed in the Operations Manual. Neither the Company or its affiliate provide, deliver, or install any of these items; (4) Provide an Initial Training Program; and (5) Provide an Operations Training Program. Once the Franchisee’s SarahCare business is operational, the Company will: (1) Issue and modify System standards for SARAH Businesses; (2) Provide access to a copy of the Company’s Operations Manual as they make available through our intranet. The Operations Manual contains mandatory and suggested specifications, standards and operating procedure; (3) Provide additional or special guidance and assistance and training as the Company deem appropriate and for which a potential Franchisee are financially responsible; (4) Inspect and observe the operation of the SARAH Business to help a potential Franchisee comply with the Franchise Agreement and all System standards; (5) Let the Franchisee use the confidential information; and, (6) Let the Franchisee use the Marks (trademarks, trade names, service marks, and logos). |
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 | The Company accounts for leases in accordance with Accounting Standards Update (ASU) 2016-02, “ Leases |
Fair Value of Financial Instruments | The Company’s financial instruments include cash and cash equivalents, accounts payable, accrued expenses, 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 12). |
Embedded Conversion Features | The Company evaluates embedded conversion features within convertible debt under 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 consolidated 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 consolidated 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. |
Reclassification of presentation | Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no effect on the reported results of operations. |
Recently Issued Accounting Pronouncements | 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 for the year ended as of June 30, 2023 or on a going forward basis. |
Subsequent Events | In accordance with ASC 855, Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of intangible assets estimated useful life | Asset Estimated Useful Life Customer Relationships 3 Trademarks Indefinite Non-Compete Agreement 3 CARF Accreditation 3 Franchise Agreements Indefinite |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
NOTES RECEIVABLE | |
Schedule of notes receivable | June 30, June 30, 2023 2022 Note receivable from a franchise, due in monthly installments of $1,999, no interest, maturing March 2023 - 17,995 Total notes receivable - 17,995 Less long-term - - Total short term notes receivable $ - $ 17,995 |
Schedule Of Principal collected | June 30, 2023 June 30, 2022 Note receivable from related party (see Note 17), due in six months, with no installments, 5% interest maturing March 2022 9,294 9,294 Total notes receivable 9,294 9,294 Less long-term - - Total short term notes receivable $ 9,294 $ 9,294 |
PROPERTY PLANT AND EQUIPMENT (T
PROPERTY PLANT AND EQUIPMENT (Table) | 12 Months Ended |
Jun. 30, 2023 | |
PROPERTY PLANT AND EQUIPMENT | |
Schedule of Property Plant And Equipment | June 30, June 30, 2023 2022 Leasehold improvements $ 294,864 $ 294,864 Vehicles 67,116 67,116 Computer equipment 14,354 14,354 Furniture and fixtures 5,455 5,455 381,789 381,789 Less: Accumulated depreciation (73,792 ) (48,898 ) Property and equipment - net $ 307,997 $ 332,891 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
INTANGIBLE ASSETS | |
Schedule of intangible assets | June 30, June 30, 2023 2022 Customer relationships $ 40,000 $ 40,000 Trademarks 410,000 410,000 Non-Compete Agreement 1,000 1,000 CARF Accreditation 23,000 23,000 Franchise Agreements 2,710,000 2,710,000 Website development 12,592 - Less: accumulated amortization (53,223 ) (26,267 ) Intangible assets - net $ 3,143,369 $ 3,157,733 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
NOTES PAYABLE | |
Schedule of Notes Payable | Original Principal Balance as of Date of Note Principal Interest June 30, June 30, Ref No. Issuance Balance Maturity Date Rate (%) 2023 2022 1 9/16/06 100,000 ** 12 $ 38,000 $ 38,000 2 12/25/20 $ 146,021 8/15/25 10 71,633 104,695 3 2/24/14 5,000 ** 9 8,547 8,547 4 2/24/14 39,000 ** 9 33,687 33,687 5 2/24/14 179,124 ** 9 33,697 33,697 Total $ 185,564 $ 218,626 Total Current $ 146,992 $ 218,626 Total Long Term $ 38,572 $ - |
Schedule of Notes in default | Amount Owed Year Ended June 30, 2024 146,992 Year Ended June 30, 2025 33,061 Year Ended June 30, 2026 5,511 Total future payments 185,564 |
NOTES PAYABLE RELATED PARTIES C
NOTES PAYABLE RELATED PARTIES CURRENT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
NOTES PAYABLE | |
Schedule of Notes Payable Relatied parties current | Ref No. Date of Original Principal Maturity Date Interest Principal Note Issuance Balance Rate % 6/30/22 Rate % Balance 6/30/23 Principal Balance 1* 3/25/21 308,500 6/3/21 10 % $ 308,500 $ 308,500 2* 3/25/21 47,436 6/3/21 10 % 47,436 47,436 3* 3/25/21 158,503 6/3/21 10 % 158,502 158,502 4* 3/24/22 39,000 9/24/22 6 % 39,000 39,000 5* 5/5/22 179,124 11/5/22 6 % 179,124 179,124 6* 10/5/22 20,000 4/5/23 6 % 20,000 - 7* 11/9/22 500 5/9/23 6 % 500 - 8* 11/18/22 4,000 5/18/23 6 % 4,000 - 9 1/17/23 18,000 7/17/23 6 % 18,000 - 10 2/8/23 27,000 8/8/23 6 % 27,000 - Total $ 802,063 $ 732,562 |
CONVERTIBLE NOTES PAYABLE IN DE
CONVERTIBLE NOTES PAYABLE IN DEFAULT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE CURRENT IN DEFAULT | |
Schedule of convertible notes payable, in defaults | Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 6/30/23 Principal Balance 6/30/22 8/26/14 50,000 * 10 % $ 0.0001 $ 50,000 $ 50,000 6/15/12 8,000 * 10 % $ 0.000350 8,000 8,000 10/18/11 1,900 * 8 % 25% discount to market 6,900 6,900 10/3/10 20,000 * 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 * 8 % 25% discount of previous 5 days closing price 4,000 4,000 2/26/07 30,000 * 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 * 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 * 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 * 10 % $ 0.95 15,000 15,000 4/17/07 15,000 * 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 * 10 % $ 0.95 18,000 18,000 11/30/06 50,000 * 10 % $ 0.85 50,000 50,000 10/1/05 15,000 * 10 % $ 0.50 15,000 15,000 Total Current $ 266,900 $ 266,900 |
SBA Loan (Tables)
SBA Loan (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
SBA LOAN | |
Schedule of SBA Loan | Amount Owed Year Ended June 30, 2024 $ 1,737.01 Year Ended June 30, 2025 $ 8,055.29 Year Ended June 30, 2026 $ 8,362.61 Year Ended June 30, 2027 $ 8,681.65 Year Ended June 30, 2028 $ 8,980.04 Payments 2029 & Beyond $ 313,283.41 Total Payments $ 349,100.00 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Schedule of derivative financial instruments | June 30, 2023 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 780,619 $ 201,607 June 30, 2022 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 129,380 $ 226,585 |
Schedule of Fair value derivative liabilities | Years ended June 30, 2023 June 30, 2022 Compound embedded derivative $ 24,978 $ 28,115 Day one derivative loss - - Total derivative gain (loss) $ 24,978 $ 28,115 |
Schedule of Convertible Notes | June 30, June 30, Inception 2023 2022 Quoted market price on valuation date $ 0.01 $ 0.55 $ 3.49 Contractual conversion rate $ 0.0054 - $0.0081 $ 0.3575 - $0.44 $ 1.94 - $2.62 Range of effective contractual conversion rates - - - Contractual term to maturity 1.00 Year 0.25 Years 0.25 Years Market volatility: Volatility 138.28%-238.13 % 138.28%-238.13 % 138.28%-238.13 % Contractual interest rate 5%-12 % 5%-12 % 5%-12 % |
Schedule of compound embedded derivatives | June 30, 2023 June 30, 2022 Beginning balance $ 226,585 $ 254,700 Issuances: Convertible Note Financing - - Removals - - Changes in fair value inputs and assumptions reflected (24,978 ) (28,115 ) Conversions - - Ending balance $ 201,607 $ 226,585 |
PROVISION FOR CORPORATE INCOM_2
PROVISION FOR CORPORATE INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
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, 2023 | |
LEASES | |
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 December 31, 2025 $ 6,628 $ 621 $ 7,249 |
GENERAL ORGANIZATION AND BUSI_2
GENERAL ORGANIZATION AND BUSINESS (Details Narrative) | 12 Months Ended |
Jun. 30, 2023 | |
GENERAL ORGANIZATION AND BUSINESS | |
Description of TruCash Group | The RX Vitality digital healthcare wallet was being designed to offer 20%-75% pharmaceutical discounts at 65,000 pharmacies across the United States, including Walgreens and CVS |
LIQUIDITY CAPITAL RESOURCES A_2
LIQUIDITY CAPITAL RESOURCES AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
LIQUIDITY CAPITAL RESOURCES AND GOING CONCERN | ||
Total assets | $ 4,449,587 | $ 4,800,044 |
Total liabilities | 5,757,973 | 6,210,483 |
Accumulated deficit | (36,622,313) | (32,974,366) |
Cash receivable for operation activity | 157,589 | 301,337 |
Net Loss | $ (3,647,947) | $ (18,058,354) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Jun. 30, 2023 | |
Trademarks | |
Estimated Useful Lives | Indefinite |
Customer Relationship [Member] | |
Estimated Useful Lives | 3 years |
Non-Compete Agreement | |
Estimated Useful Lives | 3 years |
CARF Accreditation | |
Estimated Useful Lives | 3 years |
Franchise Agreements | |
Estimated Useful Lives | Indefinite |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jun. 30, 2023 USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Cash insured amount | $ 250,000 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Total notes receivable | $ 0 | $ 17,995 |
March 2022 [Member] | ||
Note receivable from a franchise, due | 9,294 | 9,294 |
Total notes receivable | 9,294 | 9,294 |
Less long-term | 0 | 0 |
Total short term notes receivable | 9,294 | 9,294 |
March 2023 [Member] | ||
Note receivable from a franchise, due | 0 | 17,995 |
Total notes receivable | 0 | 17,995 |
Less long-term | 0 | 0 |
Total short term notes receivable | $ 0 | $ 17,995 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Property, plant and equipment | $ 381,789 | $ 381,789 |
Less: Accumulated depreciation | (73,792) | (48,898) |
Property, plant and equipment - net | 307,997 | 332,891 |
Leasehold improvements [Member] | ||
Property, plant and equipment | 294,864 | 294,864 |
Vehicles [Member] | ||
Property, plant and equipment | 67,116 | 67,116 |
Computer equipment [Member] | ||
Property, plant and equipment | 14,354 | 14,354 |
Furniture and fixtures [Member] | ||
Property, plant and equipment | $ 5,455 | $ 5,455 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
PROPERTY PLANT AND EQUIPMENT | ||
Depreciation | $ 24,894 | $ 39,260 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
INTANGIBLE ASSETS | ||
Customer relationships | $ 40,000 | $ 40,000 |
Trademarks | 410,000 | 410,000 |
Non-Compete Agreement | 1,000 | 1,000 |
CARF Accreditation | 23,000 | 23,000 |
Franchise Agreements | 2,710,000 | 2,710,000 |
Website development | 12,592 | 0 |
Less: accumulated amortization | (53,223) | (26,267) |
Intangible assets - net | $ 3,143,369 | $ 3,157,733 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
INTANGIBLE ASSETS | ||
Amortization expense | $ 26,956 | $ 26,267 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Total Notes payable | $ 185,564 | $ 218,626 |
Less current | 146,992 | 218,626 |
Long Term | 38,572 | 0 |
Debt instrument, principal balance | $ 802,063 | 732,562 |
Ref No. 1 [Member] | ||
Interest rate | 12% | |
Debt instrument, principal balance | $ 38,000 | 38,000 |
Debt instrument, original principal balance | $ 100,000 | |
Date of issuance | 9/16/06 | |
Ref No. 2 [Member] | ||
Interest rate | 10% | |
Debt instrument, principal balance | $ 71,633 | 104,695 |
Debt instrument, original principal balance | $ 146,021 | |
Maturity date | 8/15/25 | |
Date of issuance | 12/25/20 | |
Ref No. 3 [Member] | ||
Interest rate | 9% | |
Debt instrument, principal balance | $ 8,547 | 8,547 |
Debt instrument, original principal balance | $ 5,000 | |
Date of issuance | 2/24/14 | |
Ref No. 4 [Member] | ||
Interest rate | 9% | |
Debt instrument, principal balance | $ 33,687 | 33,687 |
Debt instrument, original principal balance | $ 39,000 | |
Date of issuance | 2/24/14 | |
Ref No. 5 [Member] | ||
Interest rate | 9% | |
Debt instrument, principal balance | $ 33,697 | $ 33,697 |
Debt instrument, original principal balance | $ 179,124 | |
Date of issuance | 2/24/14 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Jun. 30, 2023 USD ($) |
NOTES PAYABLE | |
Year ending June 30, 2024 | $ 146,992 |
Year ending June 30, 2025 | 33,061 |
Year ending June 30, 2026 | 5,511 |
Total future payments | $ 185,564 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
NOTES PAYABLE | ||
Outstanding notes payable | $ 185,564 | $ 218,626 |
NOTES PAYABLE, RELATED PARTIES,
NOTES PAYABLE, RELATED PARTIES, CURRENT (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Debt instrument, principal balance | $ 802,063 | $ 732,562 |
Notes Payable One [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 308,500 | 308,500 |
Date of issuance | 3/25/21 | |
Maturity date | Jun. 03, 2021 | |
Interest rate | 10% | |
Debt instrument, original principal balance | $ 308,500 | |
Notes Payable Two [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 47,436 | 47,436 |
Date of issuance | 3/25/21 | |
Maturity date | Jun. 03, 2021 | |
Interest rate | 10% | |
Debt instrument, original principal balance | $ 47,436 | |
Notes Payable Three [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 158,502 | 158,502 |
Date of issuance | 3/25/21 | |
Maturity date | Jun. 03, 2021 | |
Interest rate | 10% | |
Debt instrument, original principal balance | $ 158,503 | |
Notes Payable Four [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 39,000 | 39,000 |
Date of issuance | 3/24/22 | |
Maturity date | Sep. 24, 2022 | |
Interest rate | 6% | |
Debt instrument, original principal balance | $ 39,000 | |
Notes Payable Five [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 179,124 | 179,124 |
Date of issuance | 5/5/22 | |
Maturity date | Nov. 05, 2022 | |
Interest rate | 6% | |
Debt instrument, original principal balance | $ 179,124 | |
Notes Payable Six [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 20,000 | 0 |
Date of issuance | 10/5/22 | |
Maturity date | Apr. 05, 2023 | |
Interest rate | 6% | |
Debt instrument, original principal balance | $ 20,000 | |
Notes Payable Seven [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 500 | 0 |
Date of issuance | 11/9/22 | |
Maturity date | May 09, 2023 | |
Interest rate | 6% | |
Debt instrument, original principal balance | $ 500 | |
Notes Payable Eight [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 4,000 | 0 |
Date of issuance | 11/18/22 | |
Maturity date | May 18, 2023 | |
Interest rate | 6% | |
Debt instrument, original principal balance | $ 4,000 | |
Notes Payable Nine [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 18,000 | 0 |
Date of issuance | 1/17/23 | |
Maturity date | Jul. 17, 2023 | |
Interest rate | 6% | |
Debt instrument, original principal balance | $ 18,000 | |
Notes Payable Ten [Member] | Related Party [Member] | ||
Debt instrument, principal balance | $ 27,000 | $ 0 |
Date of issuance | 2/8/23 | |
Maturity date | Aug. 08, 2023 | |
Interest rate | 6% | |
Debt instrument, original principal balance | $ 27,000 |
NOTES PAYABLE, RELATED PARTIE_2
NOTES PAYABLE, RELATED PARTIES, CURRENT (Details Narrative) - USD ($) | Jun. 30, 2023 | Feb. 08, 2023 | Jan. 17, 2023 | Jun. 30, 2022 |
Outstanding notes payable, related parties | $ 802,063 | $ 732,562 | ||
Accrued interest | 102,206 | 47,763 | ||
Note receivable | $ 0 | $ 17,995 | ||
Charles Everhardt [Member] | ||||
Note receivable | $ 27,000 | $ 18,000 |
CONVERTIBLE NOTES PAYABLE, CURR
CONVERTIBLE NOTES PAYABLE, CURRENT (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Total Notes payable Current | $ 266,900 | $ 266,900 |
Debt instrument, principal balance | $ 802,063 | 732,562 |
Convertible Notes Payable One [Member] | ||
Date of issuance | 8/26/14 | |
Interest rate | 10% | |
Conversion rate | $ 0.0001 | |
Debt instrument, principal balance | $ 50,000 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Convertible Notes Payable Two [Member] | ||
Date of issuance | 6/15/12 | |
Interest rate | 10% | |
Conversion rate | $ 0.000350 | |
Debt instrument, principal balance | $ 8,000 | 8,000 |
Debt instrument, original principal balance | $ 8,000 | |
Convertible Notes Payable Three [Member] | ||
Date of issuance | 10/18/11 | |
Interest rate | 8% | |
Debt instrument, principal balance | $ 6,900 | 6,900 |
Debt instrument, original principal balance | $ 1,900 | |
Conversion rate, percentage | 25% discount to market | |
Convertible Notes Payable Four [Member] | ||
Date of issuance | 10/3/10 | |
Interest rate | 10% | |
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 | |
Convertible Notes Payable Five [Member] | ||
Date of issuance | 10/31/09 | |
Interest rate | 8% | |
Debt instrument, principal balance | $ 4,000 | 4,000 |
Debt instrument, original principal balance | $ 4,000 | |
Conversion rate, percentage | 25% discount of previous 5 days closing price | |
Convertible Notes Payable Six [Member] | ||
Date of issuance | 2/26/07 | |
Interest rate | 12% | |
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 | |
Convertible Notes Payable Seven [Member] | ||
Date of issuance | 4/17/07 | |
Interest rate | 10% | |
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 | |
Convertible Notes Payable Eight [Member] | ||
Date of issuance | 6/14/07 | |
Interest rate | 10% | |
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 | |
Convertible Notes Payable Nine [Member] | ||
Date of issuance | 1/29/07 | |
Interest rate | 10% | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Conversion rate | $ 0.95 | |
Convertible Notes Payable Ten [Member] | ||
Date of issuance | 4/17/07 | |
Interest rate | 10% | |
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 | |
Convertible Notes Payable Eleven [Member] | ||
Date of issuance | 12/23/06 | |
Interest rate | 10% | |
Debt instrument, principal balance | $ 18,000 | 18,000 |
Debt instrument, original principal balance | $ 18,000 | |
Conversion rate | $ 0.95 | |
Convertible Notes Payable Twelve [Member] | ||
Date of issuance | 11/30/06 | |
Interest rate | 10% | |
Conversion rate | $ 0.85 | |
Debt instrument, principal balance | $ 50,000 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Convertible Notes Payable Thirteen [Member] | ||
Date of issuance | 10/1/05 | |
Interest rate | 10% | |
Debt instrument, principal balance | $ 15,000 | $ 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Conversion rate, percentage | 0.50 |
SBA LOAN (Details)
SBA LOAN (Details) | Jun. 30, 2023 USD ($) |
SBA LOAN | |
Year ending June 30, 2024 | $ 1,737 |
Year ending June 30, 2025 | 8,055 |
Year ending June 30, 2026 | 8,362 |
Year ending June 30, 2027 | 8,681 |
Year ending June 30, 2028 | 8,980 |
Payments 2029 & Beyond | 313,283 |
Total SBA Loan interest payable | $ 349,100 |
SBA LOAN (Details Narrative)
SBA LOAN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 06, 2022 | Jun. 25, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accrued interest | $ 605,335 | $ 537,451 | ||
SBA Loan [Member] | ||||
Interest rate | 3.75% | |||
Accrued interest related to PPP loan, monthly | $ 1,746 | |||
Accrued interest related to PPP loan, description | due monthly beginning on December 22, 2021 | |||
Accrued interest | $ 14,902 | $ 1,402 | ||
Proceeds from related party debt | $ 200,000 | $ 150,000 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Compound embedded derivative [Member] - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Indexed Shares | 780,619 | 129,380 |
Fair Value | $ 201,607 | $ 226,585 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Compound embedded derivative | $ 24,978 | $ 28,115 |
Day one derivative loss | 0 | 0 |
Total derivative gain (loss) | $ 24,978 | $ 28,115 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Quoted market price on valuation date | $ 0.55 | $ 3.49 |
Contractual term to maturity | 3 months | 3 months |
Minimum [Member] | ||
Market volatility: | 138.28% | 138.28% |
Contractual conversion rate | $ 0.3575 | $ 1.94 |
Interest rate | 5% | 5% |
Maximum [Member] | ||
Market volatility: | 238.13% | 238.13% |
Contractual conversion rate | $ 0.44 | $ 2.62 |
Interest rate | 12% | 12% |
Inception [Member] | ||
Quoted market price on valuation date | $ 0.01 | |
Contractual term to maturity | 1 year | |
Inception [Member] | Minimum [Member] | ||
Market volatility: | 138.28% | |
Contractual conversion rate | $ 0.0054 | |
Interest rate | 5% | |
Inception [Member] | Maximum [Member] | ||
Market volatility: | 238.13% | |
Contractual conversion rate | $ 0.0081 | |
Interest rate | 12% |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Beginning balance | $ 226,585 | $ 254,700 |
Issuances Convertible Note Financing | 0 | 0 |
Removals | 0 | 0 |
Changes in fair value inputs and assumptions reflected | (24,978) | (28,115) |
Conversions | 0 | 0 |
Ending balance | $ 201,607 | $ 226,585 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 02, 2021 | Apr. 26, 2022 | Mar. 19, 2021 | Feb. 19, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 15, 2021 | |
Common stock share issued | 5,500,000 | 21,157,327 | 21,157,327 | ||||||
Convertible promissory note converted into common share | $ 0 | $ 0 | |||||||
Common stock shares of vitality Rx | 10,500,000 | ||||||||
Ownership vitality | 100% | ||||||||
Common stock share authorized | 130,000,000 | 130,000,000 | |||||||
Description of vitality shareholders | and 50,000 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 5,000,000 shares of common stock) | ||||||||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Preferred stock, shares par value | $ 0.000001 | $ 0.000001 | |||||||
Common stock, shares par value | $ 0.000001 | $ 0.000001 | |||||||
Conversion Notes Payable Common Shares [Member] | |||||||||
Common stock share issued | 1,050,000,000 | ||||||||
Convertible promissory note converted into common share | $ 1,965,460 | ||||||||
Conversion of convertible promissory note converted into common share | 40,702,104,817 | ||||||||
Description related to conversion of stocks | 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 cash investment for Series A Preferred Stock, pre-reverse stock split | ||||||||
Conversion Notes Payable Common Shares [Member] | Two Board Of Director [Member] | |||||||||
Convertible promissory note converted into common share | $ 1,644,825 | ||||||||
Conversion of convertible promissory note converted into common share | 34,267,187,500 | ||||||||
Voting rights percentage | 87.32% | ||||||||
Conversion Notes Payable Common Shares [Member] | Three Noteholders [Member] | |||||||||
Convertible promissory note converted into common share | $ 325,666 | ||||||||
Conversion of convertible promissory note converted into common share | 6,439,917,317 | ||||||||
Conversion Notes Payable Common Shares [Member] | Eleven Noteholders [Member] | |||||||||
Convertible promissory note converted into common share | $ 833,790 | ||||||||
Conversion of convertible promissory note converted into common share | 14,586,720,714 | ||||||||
Common Stock Common Member | |||||||||
Common stock share issued | 5,500,000 | 100,000 | |||||||
Common stock share authorized | 500,000,000 | ||||||||
Common stock, shares par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||
Series A and B Preferred Stock [Member] | |||||||||
Conversion of convertible promissory note converted into common share | 100 | ||||||||
Preferred stock, shares authorized | 500,000,000 | ||||||||
Preferred stock, shares par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||
Convertible preferred stock issued | 50,000 | ||||||||
Description about preferred stock | 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 | ||||||||
Series A and B Preferred Stock - Certificate of Designation[Member] | |||||||||
Conversion of convertible promissory note converted into common share | 100 | ||||||||
Preferred stock, shares authorized | 500,000,000 | ||||||||
Preferred stock, shares par value | $ 0.000001 | ||||||||
Convertible Series A Preferred Stock [Member] | |||||||||
Conversion of convertible promissory note converted into common share | 100 | 100 | |||||||
Preferred stock, shares authorized | 2,000,000 | ||||||||
Preferred stock, shares par value | $ 0.000001 |
PROVISION FOR CORPORATE INCOM_3
PROVISION FOR CORPORATE INCOME TAXES (Details) | 12 Months Ended |
Jun. 30, 2023 | |
PROVISION FOR CORPORATE INCOME TAXES | |
Statutory federal income tax rate | (21.00%) |
State taxes - net of federal benefits | (5.00%) |
Valuation allowance | 26% |
Income tax rate - net | 0% |
PROVISION FOR CORPORATE INCOM_4
PROVISION FOR CORPORATE INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
PROVISION FOR CORPORATE INCOME TAXES | ||
Change in valuation allowance | $ 766,069 | $ 3,792,254 |
Valuation allowance | 7,350,393 | $ 6,584,324 |
Net operating losses | $ 35,002,000 | |
Expiry term description | available to offset future taxable income through 2040 |
UNPAID PAYROLL TAXES (Details N
UNPAID PAYROLL TAXES (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
UNPAID PAYROLL TAXES | ||
Payroll related taxes, Internal Revenue Service | $ 60,402 | $ 17,401 |
Due to IRS and New York State payroll taxes | $ 77,803 | $ 77,803 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2023 | |
Tru Cash Groupof Companies Inc [Member] | ||
Monthly payments due for licensing agreement | $ 250,000 | |
Term for Licensing Agreement | 5 years | |
April 21, 2021 [Member] | ||
Reneval options | 5 years | |
Description of lease | All of the leases are for a ten-year period beginning on July 1, 2021 | |
Per month rent | $ 7,500 | |
Sarah Cares Corporate 1 [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 | |
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 [Member] | ||
Description of Lease Square Two Feet | 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 |
LEASES (Details)
LEASES (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
April 1, 2021 [Member] | |
Base Rent | $ 6,369 |
Covid-19 Recoup | 983 |
Total Rent | 7,352 |
May 1, 2021 to December 31, 2021 [Member] | |
Base Rent | 6,369 |
Covid-19 Recoup | 621 |
Total Rent | 6,990 |
January 1, 2022 to December 31, 2022 [Member] | |
Base Rent | 6,433 |
Covid-19 Recoup | 621 |
Total Rent | 7,054 |
January 1, 2023 to December 31, 2023 [Member] | |
Base Rent | 6,497 |
Covid-19 Recoup | 621 |
Total Rent | 7,118 |
January 1, 2024 to December 31, 2024 [Member] | |
Base Rent | 6,562 |
Covid-19 Recoup | 621 |
Total Rent | 7,183 |
January 1, 2025 to December 31, 2025 [Member] | |
Base Rent | 6,628 |
Covid-19 Recoup | 621 |
Total Rent | $ 7,249 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Right-of-use asset, net | $ 403,889 | $ 589,361 |
Less: accumulated amortization | (421,693) | (236,221) |
Office lease | 825,582 | 825,582 |
Stow Professional Center Lease [Member] | ||
Right-of-use asset, net | 137,442 | 205,832 |
Less: accumulated amortization | (144,929) | (76,539) |
Office lease | 282,371 | 282,371 |
Harbor Lease [Member] | ||
Right-of-use asset, net | 13,388 | 63,731 |
Less: accumulated amortization | (117,053) | (66,710) |
Office lease | 130,441 | 130,441 |
S. Frank Professional Leases [Member] | ||
Right-of-use asset, net | 253,059 | 319,798 |
Less: accumulated amortization | (159,711) | (92,972) |
Office lease | $ 412,770 | $ 412,770 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Operating Lease Liabilty [Member] | ||
Office lease | $ 405,231 | $ 590,417 |
Less: current portion | (163,166) | (185,182) |
Long term portion | 242,065 | 405,235 |
Stow Professional Center Lease [Member] | ||
Office lease | 138,784 | 206,887 |
Less: current portion | (76,051) | (68,101) |
Long term portion | 62,733 | 138,786 |
Harbor Lease [Member] | ||
Office lease | 13,388 | 63,732 |
Less: current portion | (13,388) | (50,343) |
Long term portion | 0 | 13,389 |
S. Frank Professional Leases [Member] | ||
Office lease | 253,059 | 319,798 |
Less: current portion | (73,727) | (66,738) |
Long term portion | $ 179,332 | $ 253,060 |
LEASES (Details 3)
LEASES (Details 3) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Year ending June 30, 2023 | $ 233,949 | |
Year ending June 30, 2024 | $ 194,225 | 194,225 |
Year ending June 30, 2025 | 159,763 | 159,763 |
Year ending June 30, 2026 | 94,923 | 94,923 |
Year ending June 30, 2027 | 7,910 | 7,910 |
Present value discount | (51,590) | (100,353) |
Lease liability | 405,231 | 590,417 |
Stow Professional Center Lease [Member] | ||
Year ending June 30, 2023 | 85,026 | |
Year ending June 30, 2024 | 85,802 | 85,802 |
Year ending June 30, 2025 | 64,840 | 64,840 |
Year ending June 30, 2026 | 0 | 0 |
Year ending June 30, 2027 | 0 | 0 |
Present value discount | (11,858) | (28,781) |
Lease liability | 138,784 | 206,887 |
Harbor Leases [Member] | ||
Year ending June 30, 2023 | 54,000 | |
Year ending June 30, 2024 | 13,500 | 13,500 |
Year ending June 30, 2025 | 0 | 0 |
Year ending June 30, 2026 | 0 | 0 |
Year ending June 30, 2027 | 0 | 0 |
Present value discount | (112) | (3,768) |
Lease liability | 13,388 | 63,732 |
S. Frank Professional Lease [Member] | ||
Year ending June 30, 2023 | 94,923 | |
Year ending June 30, 2024 | 94,923 | 94,923 |
Year ending June 30, 2025 | 94,923 | 94,923 |
Year ending June 30, 2026 | 94,923 | 94,923 |
Year ending June 30, 2027 | 7,910 | 7,910 |
Present value discount | (39,620) | (67,804) |
Lease liability | $ 253,059 | $ 319,798 |
LEASES (Details 4)
LEASES (Details 4) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
LEASES | ||
Equipment lease | $ 24,097 | $ 24,097 |
Less: accumulated amortization | (8,032) | (3,442) |
Right-of-use asset, net | $ 16,065 | $ 20,655 |
LEASES (Details 5)
LEASES (Details 5) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
LEASES | ||
Equipment lease | $ 127,329 | $ 186,124 |
Less: current portion | (53,707) | (42,855) |
Long term portion | $ 73,623 | $ 143,269 |
LEASES (Details 6)
LEASES (Details 6) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Year ending June 30, 2024 | $ 233,949 | |
Year ending June 30, 2025 | $ 194,225 | 194,225 |
Year ending June 30, 2026 | 159,763 | 159,763 |
Year ending June 30, 2027 | 94,923 | 94,923 |
Total future minimum lease payments | 405,231 | $ 590,417 |
Finance lease liabilities [Member] | ||
Year ending June 30, 2024 | 61,167 | |
Year ending June 30, 2025 | 32,388 | |
Year ending June 30, 2026 | 32,388 | |
Year ending June 30, 2027 | 16,194 | |
Total future minimum lease payments | 142,137 | |
Less imputed interest | (14,808) | |
PV of payments | $ 127,329 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended | |
Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | |
Impairment of assets | $ 84,364 | |
Amortization expense | $ 4,590 | $ 3,442 |
Office lease one [Member] | ||
Lease expiration date | March 1, 2024 | |
Monthly lease payments | $ 5,897 | |
Office lease two [Member] | ||
Lease expiration date | December 1, 2026 | |
Darrow Road Stow Ohio [Member] | Harbor Lease [Member] | Sarah Adult Day Centers, Inc [Member] | ||
Acquired area | ft² | 6,000 | |
Lease expiration date | December 31, 2025 | |
Stephen Circle NW Canton OH [Member] | Harbor Lease [Member] | Sarah Adult Day Centers, Inc [Member] | ||
Acquired area | ft² | 3,469 | |
Lease expiration date | December 31, 2023 | |
Monthly lease payments | $ 4,500 | |
Jackson Ohio [Member] | Harbor Lease [Member] | Sarah Adult Day Centers, Inc [Member] | ||
Acquired area | ft² | 5,300 | |
Lease expiration date | July 1, 2026 | |
Monthly lease payments | $ 7,910 | |
Repayments for COVID relief | $ 603 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 05, 2022 | Sep. 08, 2021 | Mar. 25, 2022 | Sep. 28, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Payment made for vitality card | $ 3,750,000 | ||||||
Charles Everhardt [Member] | |||||||
Amount included accounts payable and accrued expenses | $ 750,000 | ||||||
Payment made for licensing fees amount included in accounts payable and accrued liabilities | $ 750,000 | ||||||
Signed a note receivable amount value | $ 179,124 | $ 29,294 | $ 39,000 | $ 50,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 21, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Note payable to creditor | $ 0 | $ 58,060 | |
Subsequent Event [Member] | Creditor Note Payable [Member] | |||
Note payable to creditor | $ 150,000 | ||
Date of maturity | Dec. 21, 2023 |