Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Feb. 20, 2024 | Dec. 31, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | T-REX Acquisition Corp. | ||
Entity Central Index Key | 0001437750 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Jun. 30, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 18,223,953 | ||
Entity Public Float | $ 1,822 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 000-1437750 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 26-1754034 | ||
Entity Address Address Line 1 | 151 N Nob Hill Road Suite 402 | ||
Entity Address City Or Town | Plantation | ||
Entity Address State Or Province | FL | ||
Entity Address Postal Zip Code | 33324 | ||
City Area Code | 954 | ||
Local Phone Number | 960-7100 | ||
Entity Interactive Data Current | No | ||
Auditor Name | INTEGRITAT CPA | ||
Auditor Location | Boca Raton, Florida | ||
Auditor Firm Id | 6624 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets | ||
Cash | $ 23,909 | $ 104 |
Crypto currency held | 0 | 9,211 |
Prepaid consulting - current | 161,546 | 47,834 |
Total current assets | 185,455 | 57,149 |
Non-Current assets | ||
Fixed asset, net | 14,948 | 421,633 |
Prepaid consulting - noncurrent | 152,213 | 408,804 |
Facility deposit | 0 | 10,570 |
Total non-current assets | 167,161 | 841,007 |
TOTAL ASSETS | 352,616 | 898,156 |
Current liabilities | ||
Accounts payable and accrued liabilities | 63,713 | 18,954 |
Due to related party | 495,800 | 120,000 |
Note payable | 69,525 | 0 |
Total current liabilities | 629,038 | 138,954 |
Non-current liabilities | 0 | |
Note payable - related party (noncurrent) | 0 | 0 |
Total non-current liabilities | 0 | |
TOTAL LIABILITIES | 629,038 | 138,954 |
Commitments and contingencies | 0 | 0 |
Shareholders' deficit | ||
Common Stock, 0.0001 par value, authorized 350,000,000 shares and 18,223,953 and 19,573,952 issued and outstanding as of June 30,2023, and June 30, 2022, respectively | 1,822 | 1,957 |
Additional paid in capital | 5,722,283 | 4,918,002 |
Accumulated deficit | (6,000,527) | (4,160,757) |
Total shareholders' deficit | (276,422) | 759,202 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 352,616 | $ 898,156 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 18,223,953 | 19,573,952 |
Common stock, shares outstanding | 18,223,953 | 19,573,952 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||
Mining Revenue | $ 54,607 | $ 61,906 |
Realized Gain (Loss) on sale/exchange of Bitcoin | 1,030 | 0 |
Impairment of digital assets | 0 | (17,791) |
Total revenues | 55,637 | 44,115 |
Cost of goods sold | ||
Depreciation | 494,685 | 23,867 |
Hosting | 65,233 | 41,949 |
Contract Labor | 8,800 | 0 |
Environmental expense | 3,500 | 0 |
Total cost of goods sold | 572,218 | 65,816 |
Gross Profit | (516,581) | (21,701) |
Expenses | ||
Transfer agent and filling fees | 20,445 | 11,095 |
Professional fees | 69,687 | 122,830 |
Management and consulting fees (including non cash compensation of $647,024 and $993,662 for the years ended June 30, 2023 and 2022 respectively | 1,188,524 | 1,113,662 |
Administration fees | 44,533 | 24,910 |
Total operating expenses | 1,323,189 | 1,272,497 |
Loss from operations | (1,839,770) | (1,294,198) |
Loss Before Income Taxes | (1,839,770) | (1,294,198) |
Less: Provision for Income Taxes | 0 | 0 |
Net Loss | $ (1,839,770) | $ (1,294,198) |
Basic and Dilutive Net Loss Per Share | $ (0.10) | $ (0.08) |
Basic and Dilutive - Weighted average number of common shares outstanding | 18,831,350 | 16,276,438 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance, shares at Jun. 30, 2021 | 14,669,106 | |||
Balance, amount at Jun. 30, 2021 | $ (46,124) | $ 1,467 | $ 2,818,968 | $ (2,866,559) |
Shares issued for related party debt conversion, shares | 1,500,000 | |||
Shares issued for related party debt conversion, amount | 45,000 | $ 150 | 44,850 | 0 |
Shares based expense for warrants issued | 770,850 | $ 0 | 770,850 | 0 |
Shares issued for subscription, shares | 747,837 | |||
Shares issued for subscription, amount | 560,875 | $ 75 | 560,800 | 0 |
Shares issued for services, shares | 1,475,000 | |||
Shares issued for services, amount | 604,750 | $ 148 | 604,602 | |
Shares issued for debt conversion, shares | 1,182,009 | |||
Shares issued for debt conversion, amount | 118,050 | $ 118 | 117,932 | 0 |
Net loss | (1,294,198) | $ 0 | 0 | (1,294,198) |
Balance, shares at Jun. 30, 2022 | 19,573,952 | |||
Balance, amount at Jun. 30, 2022 | 759,202 | $ 1,957 | 4,918,002 | (4,160,757) |
Shares based expense for warrants issued | 483,145 | 483,145 | ||
Shares issued for services, shares | 150,000 | |||
Shares issued for services, amount | 21,000 | $ 15 | 20,985 | |
Net loss | (1,839,770) | $ 0 | 0 | (1,839,770) |
Share surrendered, shares | (1,900,000) | |||
Share surrendered, amount | 0 | $ (190) | 190 | |
Shares issued for cash, shares | 400,001 | |||
Shares issued for cash, amount | 300,001 | $ 40 | 299,961 | |
Balance, shares at Jun. 30, 2023 | 18,223,953 | |||
Balance, amount at Jun. 30, 2023 | $ (276,422) | $ 1,822 | $ 5,722,283 | $ (6,000,527) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (1,839,770) | $ (1,294,198) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 494,685 | 23,867 |
Impairment of digital assets | 0 | 17,791 |
Share and warrants issued for services | 647,024 | 993,662 |
Changes in working capital items: (Increase) decrease in assets: | ||
Change in crypto currency held | 9,211 | 18,297 |
Change in other assets | 10,570 | (10,570) |
Changes in working capital items: Increase (decrease) in liabilities: | ||
Change in balances owed to related party | 375,800 | 0 |
Change in note payable | 69,525 | 0 |
Change in accounts payable and accrued expenses | 44,759 | 17,830 |
Net cash used in operating activities | (188,196) | (233,321) |
Cash flows from investing activities | ||
Purchase of fixed asset | (88,000) | (445,500) |
Net cash provided by (used in) investing activities | (88,000) | (445,500) |
Cash flows from financing activities | ||
Shares issued for cash | 300,001 | 560,875 |
Advances related party | 0 | 118,050 |
Net cash provided by (used in) financing activities | 300,001 | 678,925 |
Net change in cash | 23,805 | 104 |
Cash at beginning of period | 104 | 0 |
Cash at end of period | 23,909 | 104 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Adjustment in par value from $0.001 to $0.0001 | 17,616 | 0 |
Surrender of shares | 190 | 0 |
Shares issued for related party debt conversion | 0 | 418,050 |
Shares issued and recorded as prepaid expense | $ 0 | $ 600,138 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Jun. 30, 2023 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS T-REX Acquisition Corp. (The “ Company As of June 30, 2023, the Company is a holding company with the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (“ Raptor Mining Merger Sub Megalodon 2020 TRXA Merger Sub Inc. On March 13, 2020, the Company incorporated the Merger Sub in order to facilitate the acquisition of a pre-revenue Software-as-a-Service internet platform business. The Company’s sole Officer and Director currently serves as the sole officer and director of the Merger Sub. As of the date of this filing, neither the Company nor the Merger Sub have entered into a definitive agreement or non-binding letter of intent to acquire a company. 2021 Raptor Mining LLC and 2022 Megalodon Mining and Electric LLC On July 9, 2021, the Company formed Raptor Mining in order to pursue the Company’s new business operating strategy to engage in cryptocurrency mining, which is used to secure decentralized network protocols and decentralized distributed ledgers. On July 1, 2022, the Company formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. The cryptocurrency co-location business model is based on a company which has access to data centers and inexpensive cryptocurrency mining inputs, such as low-cost electricity supply, offering to host third-party owned cryptocurrency mining equipment in exchange for a fee, which may consist of a mix of cash and cryptocurrency consideration. As of the date of this Annual Report, the Company has commenced researching the acquisition of land to begin offering co-location services to other cryptocurrency miner owners. |
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 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States if America of ("U.S. GAAP") as found in the Accounting Standards Codification ("ASC”), and the Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB") and are expressed in US Dollars. The consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's Annual Report in its Form 10-K filing under the Securities Exchange Commission. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing, and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. Reclassification Certain reclassifications have been made to prior periods to conform with current reporting. Determination of Bad Debts The Company’s policy is to analyze the collectability of Accounts and Notes Receivable on a monthly basis to determine whether any allowance for doubtful accounts is necessary. Once the allowance has been determined the offset is booked to bad debt expense and subsequently if the account is deemed to be a bad debt, it is written off the e allowance for doubtful accounts. Principles of Consolidation As of June 30, 2023, the accounts include those of the Company and its 100% owned subsidiaries, T-REX Merger Sub, Raptor Mining Megalodon Mining and Electric. All intercompany transactions have been eliminated. On March 13, 2020, the Company incorporated Merger Sub in order to facilitate the acquisition of a pre-revenue Software-as-a-Service internet platform business. The Company’s original Officer and Director currently serves as the sole officer and director of the Merger Sub. As of the date of this filing, neither the Company nor the Merger Sub have entered into a definitive agreement or non-binding letter of intent to acquire a company. On July 9, 2021, the Company organized Raptor Mining, which currently generates revenues via its operating business. On July 1, 2022, the Company formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. The cryptocurrency co-location business model is based on a company, which has access to data centers and inexpensive cryptocurrency mining inputs, such as low-cost electricity supply, offering to host third-party owned cryptocurrency mining equipment in exchange for a fee, which may consist of a mix of cash and cryptocurrency consideration. As of the date of this annual report, the Company has commenced researching the acquisition of land to begin offering co-location services to other cryptocurrency miner owners. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Level 1 Level 2 Level 3 Total Fair value of crypto currency held – June 30, 2022 $ 9,211 $ $ $ 9,211 Level 1 Level 2 Level 3 Total Fair value of Notes Payable Owed – June 30, 2023 $ 0 $ - $ 69,525 $ 69,525 The carrying amount of the Company’s financial assets and liabilities, such as cash, and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of June 30, 2023. The assets and liabilities recorded on the balance sheet approximate their fair value. Digital currencies - Bitcoin The Company applies accounting for digital assets in accordance with the AICPA Practice Aid "Accounting for and Auditing of Digital Assets", the guide is dated as of June 30, 2022, and the SEC issued Staff Accounting Bulletin No. 121, which is effective for periods after June 15, 2022, which are the current nonauthoritative guidance for accounting for digital assets under U.S. generally accepted accounting principles (GAAP). The AICPA Practice Aid is non-authoritative guidance that represents the views of the Digital Assets Working Group and AICPA staff. There is currently no official pronouncement or authoritative guidance on accounting for digital assets and digital asset transactions. Accordingly digital assets that lack physical substance meet the definition of intangible assets and are accounted for under FASB ASC 350, Intangibles-Goodwill and Other. Digital currency is recorded at cost, using the first-in-first-out (“FIFO”) valuation method, less impairment. The Company holds no digital assets on June 30, 2023. On June 30, 2022, bitcoin balance held was valued at $9,211. 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. The reward for a bitcoin miner changes roughly every four years, or after every 210,000 blocks are mined and gets reduced by half each time, this whole process is called bitcoin halving. The last halving occurred on May 11, 2020, and reduced the reward per block to 6.25 BTC. Plant and equipment - Crypto-currency machines The rate at which the Company generates digital assets and, therefore, consumes the economic benefits of its transaction verification servers are influenced by a number of factors including the following: · the complexity of the transaction verification process which is driven by the algorithms contained within the bitcoin open-source software. · the general availability of appropriate computer processing capacity on a global basis (commonly referred to in the industry as the blockchain’s total hash rate) · technological obsolescence reflecting rapid development in the transaction verification server industry such that more recently developed hardware is more economically efficient to run in terms of digital assets generated as a function of operating costs, primarily power costs i.e., the speed of hardware evolution in the industry is such that later hardware models generally have faster processing capacity combined with lower operating costs and a lower cost of purchase. The Company operates in an emerging industry for which limited data is available to make estimates on the useful economic lives of specialized mining equipment. The equipment could become obsolete within less time than other equipment due to it being specialized, new technology still being developed and improved. Plant and equipment, which represent mining equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Prior to the fiscal year June 30, 2023, management determined the expected useful life of mining machines as 7 years. During the fiscal year ended June 30, 2023, management has reassessed that the mining machines’ useful life to 1-year rather than 7 years, consistent with current industry research and publications on bitcoin machines. The change in the estimated useful life was accounted for prospectively by updating the accumulated depreciation and incurring the related depreciation expense in the fiscal year ended June 30, 2023. Management’s assessment takes into consideration the availability of historical data and management's expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data becomes available. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying value to determine if an adjustment for impairment is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and it’s carrying value. Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: · Step 1: Identify the contract with the customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when the Company satisfies a performance obligation The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: · Variable consideration · Constraining estimates of variable consideration · The existence of a significant financing component in the contract · Noncash consideration · Consideration payable to a customer Crypto asset transaction verification is the output generated from the Company's ordinary activities under its mining pool contract. The consideration the Company receives is a bitcoin reward, which the Company measures at fair value on the date awarded. Rewards are earned when the Company successfully places a block (by being the first to solve an algorithm). As a result, the Company receives confirmation from the mining pool of the block placed and rewards earned. The Company uses the quoted price of the bitcoin at closing, on the date the coin is mined to value its reward/s. There is no significant financing component in these transactions. Expenses associated with running the digital currency mining business, such as rent, and electricity costs are also recorded as cost of revenue. Depreciation on digital currency mining equipment is recorded as a component of the cost of revenue. Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency on the grant date of the reward. Expenses associated with running the digital currency mining business, such as rent, and electricity cost are also recorded as cost of revenues. Depreciation on digital currency mining equipment is recorded as a component of cost of revenues. Additionally in its regular courses of business the Company earns a gain or incurs a loss on the trade of bitcoin awarded. Stock based compensation The Company accounts for stock-based compensation in accordance with ASC Section 718 Compensation – Stock Compensation. Under the fair value recognition provisions of ASC 718 stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expensed ratably over the requisite service period/vesting period. The Company accounts for its non-employee stock-based compensation in accordance with Update 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Commitments and contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Through June 30, 2023, and through the date of filing, there have been no intervening lawsuits, claims or judgments filed. Related Party Disclosures Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources of obligations between related parties. The Company, in accordance with the standard ASC 850, presents disclosures about related party transactions and outstanding balances with related parties, see Note 8. Earnings per Share The Company computes earnings (loss) per share ("EPS") in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options and the conversion of instruments convertible to common stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Income taxes Federal Income taxes are not currently due since we have had losses since inception. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of June 30, 2023, we had a net operating loss carry-forward of approximately $(6,000,527) and a deferred tax asset of $1,260,111 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked a valuation allowance of $(1,260,111). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. On June 30, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. June 30, 2023 June 30, 2022 Deferred Tax Asset $ 1,260,111 $ 873,759 Valuation Allowance (1,260,111 ) (873,759 ) Deferred Tax Asset (Net) $ 0 $ 0- Due to the changes the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carryforwards for Federal Income tax reporting purposes are subject to additional limitations. Should certain changes in ownership occur, our net operating loss carryforwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The Company has not received any notification from the Internal Revenue Service (IRS) for unpaid taxes, penalties, or fees. Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There were outstanding warrants that could convert into 4,224,089 shares of common stock as of June 30, 2023. At the end of both periods the potentially dilutive shares were excluded because the effect would have been anti-dilutive. Cash flows reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. Total Advertising costs were zero for all periods. Subsequent events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jun. 30, 2023 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3. GOING CONCERN As reflected in the accompanying financial statements, the Company had an accumulated deficit of $6,000,527 and a working capital deficit of $443,583 on June 30, 2023. While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect and there is substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The consolidated financial statements do not Include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
PRE-PAID CONSULTING
PRE-PAID CONSULTING | 12 Months Ended |
Jun. 30, 2023 | |
PRE-PAID CONSULTING | |
PRE-PAID CONSULTING | NOTE 4. PRE-PAID CONSULTING The Company issued shares to its directors and advisors for services to be performed at a future date. The common shares are recorded as issued and outstanding at the time they are granted, and the related share-based compensation expense is incurred as services performed. Compensation expense not incurred are accounted for as prepaid consulting expense. On June 12, 2022, the Company issued 1,000,000 shares of common stock to advisors and directors for services to be provided at a future date. The shares were valued at $0.46 per shares, to be vested over a period of three years, for their services, resulting in a value of $456,639. On January 1, 2023, the Company issued 100,000 shares of the Company’s common stock to its Chief Financial Officer for services to be provided at a future date. The shares were valued at $0.14 per share, to be vested over a period of 18 months, resulting in a value of $14,000. During the fiscal year ended June 30, 2023, the Company expensed $156,880 of this amount, which resulted in a prepaid consulting balance of $313,759. |
CRYPTOCURRENCIES
CRYPTOCURRENCIES | 12 Months Ended |
Jun. 30, 2023 | |
CRYPTOCURRENCIES | |
CRYPTOCURRENCIES | NOTE 5. CRYPTOCURRENCIES June 30, 2023 June 30, 2022 Beginning balance $ 9,211 $ - Increase Value of bitcoin mined on the reward date 54,607 61,906 Realized gain (loss) on sale/exchange of bitcoin 1,030 - 64,848 61,906 Decrease Bitcoin used for operational expenses (Cost basis) 64,848 52,695 64,848 52,695 Ending balance $ - $ 9,211 |
PROPERTY PLANT EQUIPMENT - MINI
PROPERTY PLANT EQUIPMENT - MININGMACHINES | 12 Months Ended |
Jun. 30, 2023 | |
PROPERTY PLANT EQUIPMENT - MININGMACHINES | |
PROPERTY PLANT & EQUIPMENT - MININGMACHINES | NOTE 6. PROPERTY PLANT & EQUIPMENT - MINING MACHINES On August 24, 2022, the Company entered into a contract to purchase 20 Bitmain XJ S19 Pro 110 th and installation at Simple Mining in Iowa. During the 2023 fiscal year, the Company wrote off $0 of mining equipment determined to be impaired. Depreciation expenses amounted to $ 494,685 and $23,867 for the years ended June 30, 2023, and 2022, respectively. On June 30, 2023, and 2022 balance were as follows: Estimated Life in years June 30, 2023 June 30, 2022 Mining equipment 1 533,500 445,500 Less: Accumulated Depreciation 518,522 23,867 Fixed assets, net 14,948 421,633 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Jun. 30, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES During the year the Company accrued amounts owed to vendors and certain other accrued expenses, which were comprised of the following: June 30, 2023 June 30, 2022 Vendor payables 60,213 18,954 Accrued expenses 3,500 0 Total accounts payable and accrued liabilities 63,713 18,954 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8. RELATED PARTY TRANSACTIONS Office space Our executive, administrative and operating offices were previously provided at no cost on a month-to-month basis to the Company by our President, Frank Horkey, and are located at 151 N Nob Hill Road, Suite 402, Plantation FL 33324. The Company leases office space from its Chief Executive Officer at a cost of $250 per month. The term of the lease is for 365 days and ends on June 30, 2023. On June 30, 2023, $3,000 of rent expense was accrued and is included in Accounts Payable and Accrued Expenses. Due to Related Parties On August 6, 2021, the Company issued 450,000 shares of its common stock in exchange for the conversion of $45,000 of unpaid advisory compensation due to related Parties. In addition, as satisfaction of an external Settlement Agreement between Peter Simone/Corporate Capital Group International, LTD and the related Parties, the Company issued 1,050,000 Founder's shares. For the year ended June 30, 2022, the company issued 1,182,009 for the conversion of $118,050 in related party payables. As of June 30, 2023, the company owed $495,800 due to related parties for management fees for the year ended June 30, 2023. On January 30, 2023, entities affiliated with Timothy B. Ruggiero and Peter Chung each cancelled 900,000 and 1,000,000 shares respectively to treasury. Legal contingencies From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims. Notes payable On March 24, 2023, the Company issued to a private investor a $50,000 Convertible Promissory Note bearing an interest rate of 5% per annum which was convertible at $0.50 per share on June 30, 2023, at the discretion of the Company. As further inducement to purchase this Note, the Investor received a warrant to purchase 100,000 shares of the company’s common stock exercisable at $0.75 per share any time prior to March 24, 2026. The Company agreed with the noteholder to convert the note into 100,000 shares of the Company’s restricted common stock. However, the note payable was not converted into shares as of the date of this report. Nevertheless, the Company agreed with Noteholder that the debt would cease incurring interest after June 30, 2023. On May 15, 2023, the Company issued to a private investor a $19,375 Convertible Promissory Note bearing an interest rate of 5% per annum which was convertible at $0.50 per share on June 30, 2023, at the discretion of the Company. As further inducement to purchase this Note, the Investor received a warrant to purchase 38,750 shares of the Company’s common stock exercisable at $0.75 per share any time prior to May 15, 2026. The Company agreed with the noteholder to convert the note into 100,000 shares of the Company’s restricted common stock. However, the note payable was not converted into shares as of the date of this report. Nevertheless, the Company agreed with Noteholder that the debt would cease incurring interest after June 30, 2023. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Jun. 30, 2023 | |
COMMON STOCK | |
COMMON STOCK | NOTE 9. COMMON STOCK On August 6, 2021, the Company issued 450,000 shares of its common stock in exchange for the conversion of $45,000 of unpaid advisory compensation due to related Parties. In addition, as satisfaction of an external Settlement Agreement between Peter Simone/Corporate Capital Group International, LTD and the related Parties, the Company issued 1,050,000 Founder’s shares. Frank Horkey received 350,000 shares for acting in the capacity of President and sole Director since his previous contract expired December 31, 2019 and 250,000 shares for his board position vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter. Michael Christiansen received 250,000 shares of the Company’s common stock vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter. Squadron Marketing LLC received 250,000 shares of the Company common stock for acting on the Company’s Advisory Board for fiscal 2023 vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter. Lazarus Asset Management LLC - received 250,000 shares of the Company common stock for acting on the Company’s Advisory Board for fiscal 2023 vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter. John Bennet received 50,000 shares for extending his consulting contract through fiscal year end 2023. On February 10, 2023, as incentive to accept the position of the Company’s Chief Financial Officer for the period of January 1, 2023- the end of fiscal year 2025, Mr. Bennet was awarded an additional 100,000 of the Company’s restricted common stock. James Marshall III received 75,000 shares of the Company’s common stock for acting as the Company’s technical consultant for fiscal 2023. His shares are now deemed to be vested. Mr. Marshall’s contract was not renewed. Shawn Perez Esq. was awarded 50,000 shares of the Company’s restricted common stock as inducement for acting as the Company’s in-house counsel beginning January 1, 2023, through fiscal year end 2025. |
WARRANTS
WARRANTS | 12 Months Ended |
Jun. 30, 2023 | |
WARRANTS | |
WARRANTS | NOTE 10. WARRANTS On May 5, 2022 issued shares and warrants related to that certain Securities Purchase Agreement dated November 10, 2021with certain of the selling stockholders referenced in our most recent registration statement pursuant to which we sold to such selling stockholders $560,875 in aggregate principal amount of our common stock (747,837 shares) and warrants to purchase shares of our common stock (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on May 5, 2023. The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per share. On July 1, 2021, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50. On May 26, 2022, the Company issued to Frank Horkey a Class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50 as part of his executive compensation during the 2022 fiscal year. This warrant vested on July 1, 2022. On May 26, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 500,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50 related to consulting services during fiscal 2022. This warrant vested on July 1, 2022. On June 12, 2022, Frank Horkey and Michael Christiansen were each issued 250,000 class C warrants to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement for serving on the Company’s Board of Directors for the upcoming 2022 fiscal year. On June 12, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement for serving on the Company’s Advisory Board for the upcoming 2022 fiscal year. On July 28, 2022, August 1, 2022, and November 28, 2022, an investor purchased 400,001 Units consisting of one shares of the Company’s restricted common stock and one Class C warrant to purchase one shares of the Company’s restricted common stock at an exercise price of $1.50 per share for a period of three years. See Note 8 for additional information on convertible notes issued with warrants on March 24, 2023 and May 15, 2023. Certain of the shares noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to June 30, 2023. Amounts related to shares issued as compensation for services not yet performed are treated as prepaid consulting (current and non-current). These amounts will be recognized in subsequent periods as they are earned according to the Agreements. The following is the outstanding warrant activity: Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding June 30, 2021 187,500 $ 0.75 187,500 $ 0.75 Additions Granted 3,497,833 1.50 1,247,833 1.50 Expired Expired - $ - - - Exercised - - - - Outstanding June 30, 2022 3,685,333 $ 1.47 1,435,333 $ 1.47 Additions Granted 400,002 1.50 1,983,335 0 Additions Granted 138,750 .75 138,750 .75 Rounding Adjustment 4 $ 1.47 4 1.47 Expired - $ - - - Exercised - - - - Outstanding June 30, 2023 4,224,089 $ 1.47 3,557,422 $ 1.23 These warrants were valued using a Black Scholes calculation using a stock price of $1,00, an exercise price of $1.50 a volatility range of 160% to 170% and a risk-free interest rate of 2.63%-3.13%. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that the following subsequent events needed to be disclosed. Private Sales of Unregistered Securities On September 25, 2023, the Company issued to a private investor a 180-day Senior Secured Convertible Promissory Note bearing an interest rate of 10% for $20,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Investor received 20,000 shares of the Company’s restricted common stock and a warrant to purchase 40,000 shares of the Company’s restricted common stock exercisable at $1.50 per share any time prior to September 25, 2026. The shares from this transaction have not been issued as of the date of this report. On September 29, 2023, the Company issued to a private investor a180-day Senior Secured Convertible Promissory Note bearing an interest rate of 10% for $25,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the investor received 25,000 shares of the Company’s restricted common stock and a warrant to purchase 50,000 shares of the Company’s restricted common stock exercisable at $1.50 per share any time prior to September 29, 2026. The shares from this transaction have not been issued as of the date of this report. On July 1, 2023, the Company issued Frank Horkey a $75,000 Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $.50 per share to settle amounts owed as compensation for compensation. As further inducement to settle these amounts owed as compensation, the Company agreed with Mr. Horkey to issue 75,000 shares of the Company’s restricted common stock and a warrant to purchase 150,000 shares of the Company’s restricted common stock exercisable at $.75 per share any time prior to July 1, 2026. The shares from this transaction have not been issued as of the date of this report. On July 1, 2023, the Company issued Lazarus Asset Management LLC a $75,000 Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $.50 per share to settle amounts owed as compensation for compensation. As further inducement to settle these amounts owed as compensation, the Company agreed with Lazarus to issue 75,000 shares of the Company’s restricted common stock and a warrant to purchase 150,000 shares of the Company’s restricted common stock exercisable at $.75 per share any time prior to July 1, 2026. The shares from this transaction have not been issued as of the date of this report. |
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 conformity with accounting principles generally accepted in the United States if America of ("U.S. GAAP") as found in the Accounting Standards Codification ("ASC”), and the Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB") and are expressed in US Dollars. The consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's Annual Report in its Form 10-K filing under the Securities Exchange Commission. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing, and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. |
Reclassification | Certain reclassifications have been made to prior periods to conform with current reporting. |
Determination of Bad Debts | The Company’s policy is to analyze the collectability of Accounts and Notes Receivable on a monthly basis to determine whether any allowance for doubtful accounts is necessary. Once the allowance has been determined the offset is booked to bad debt expense and subsequently if the account is deemed to be a bad debt, it is written off the e allowance for doubtful accounts. |
Principles of Consolidation | As of June 30, 2023, the accounts include those of the Company and its 100% owned subsidiaries, T-REX Merger Sub, Raptor Mining Megalodon Mining and Electric. All intercompany transactions have been eliminated. On March 13, 2020, the Company incorporated Merger Sub in order to facilitate the acquisition of a pre-revenue Software-as-a-Service internet platform business. The Company’s original Officer and Director currently serves as the sole officer and director of the Merger Sub. As of the date of this filing, neither the Company nor the Merger Sub have entered into a definitive agreement or non-binding letter of intent to acquire a company. On July 9, 2021, the Company organized Raptor Mining, which currently generates revenues via its operating business. On July 1, 2022, the Company formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. The cryptocurrency co-location business model is based on a company, which has access to data centers and inexpensive cryptocurrency mining inputs, such as low-cost electricity supply, offering to host third-party owned cryptocurrency mining equipment in exchange for a fee, which may consist of a mix of cash and cryptocurrency consideration. As of the date of this annual report, the Company has commenced researching the acquisition of land to begin offering co-location services to other cryptocurrency miner owners. |
Use of estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Cash equivalents | The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Fair value of financial instruments | The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Level 1 Level 2 Level 3 Total Fair value of crypto currency held – June 30, 2022 $ 9,211 $ $ $ 9,211 Level 1 Level 2 Level 3 Total Fair value of Notes Payable Owed – June 30, 2023 $ 0 $ - $ 69,525 $ 69,525 The carrying amount of the Company’s financial assets and liabilities, such as cash, and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of June 30, 2023. The assets and liabilities recorded on the balance sheet approximate their fair value. |
Digital currencies - Bitcoin | The Company applies accounting for digital assets in accordance with the AICPA Practice Aid "Accounting for and Auditing of Digital Assets", the guide is dated as of June 30, 2022, and the SEC issued Staff Accounting Bulletin No. 121, which is effective for periods after June 15, 2022, which are the current nonauthoritative guidance for accounting for digital assets under U.S. generally accepted accounting principles (GAAP). The AICPA Practice Aid is non-authoritative guidance that represents the views of the Digital Assets Working Group and AICPA staff. There is currently no official pronouncement or authoritative guidance on accounting for digital assets and digital asset transactions. Accordingly digital assets that lack physical substance meet the definition of intangible assets and are accounted for under FASB ASC 350, Intangibles-Goodwill and Other. Digital currency is recorded at cost, using the first-in-first-out (“FIFO”) valuation method, less impairment. The Company holds no digital assets on June 30, 2023. On June 30, 2022, bitcoin balance held was valued at $9,211. 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. The reward for a bitcoin miner changes roughly every four years, or after every 210,000 blocks are mined and gets reduced by half each time, this whole process is called bitcoin halving. The last halving occurred on May 11, 2020, and reduced the reward per block to 6.25 BTC. Plant and equipment - Crypto-currency machines The rate at which the Company generates digital assets and, therefore, consumes the economic benefits of its transaction verification servers are influenced by a number of factors including the following: · the complexity of the transaction verification process which is driven by the algorithms contained within the bitcoin open-source software. · the general availability of appropriate computer processing capacity on a global basis (commonly referred to in the industry as the blockchain’s total hash rate) · technological obsolescence reflecting rapid development in the transaction verification server industry such that more recently developed hardware is more economically efficient to run in terms of digital assets generated as a function of operating costs, primarily power costs i.e., the speed of hardware evolution in the industry is such that later hardware models generally have faster processing capacity combined with lower operating costs and a lower cost of purchase. The Company operates in an emerging industry for which limited data is available to make estimates on the useful economic lives of specialized mining equipment. The equipment could become obsolete within less time than other equipment due to it being specialized, new technology still being developed and improved. Plant and equipment, which represent mining equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Prior to the fiscal year June 30, 2023, management determined the expected useful life of mining machines as 7 years. During the fiscal year ended June 30, 2023, management has reassessed that the mining machines’ useful life to 1-year rather than 7 years, consistent with current industry research and publications on bitcoin machines. The change in the estimated useful life was accounted for prospectively by updating the accumulated depreciation and incurring the related depreciation expense in the fiscal year ended June 30, 2023. Management’s assessment takes into consideration the availability of historical data and management's expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data becomes available. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying value to determine if an adjustment for impairment is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and it’s carrying value. |
Revenue recognition | The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: · Step 1: Identify the contract with the customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when the Company satisfies a performance obligation The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: · Variable consideration · Constraining estimates of variable consideration · The existence of a significant financing component in the contract · Noncash consideration · Consideration payable to a customer Crypto asset transaction verification is the output generated from the Company's ordinary activities under its mining pool contract. The consideration the Company receives is a bitcoin reward, which the Company measures at fair value on the date awarded. Rewards are earned when the Company successfully places a block (by being the first to solve an algorithm). As a result, the Company receives confirmation from the mining pool of the block placed and rewards earned. The Company uses the quoted price of the bitcoin at closing, on the date the coin is mined to value its reward/s. There is no significant financing component in these transactions. Expenses associated with running the digital currency mining business, such as rent, and electricity costs are also recorded as cost of revenue. Depreciation on digital currency mining equipment is recorded as a component of the cost of revenue. Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency on the grant date of the reward. Expenses associated with running the digital currency mining business, such as rent, and electricity cost are also recorded as cost of revenues. Depreciation on digital currency mining equipment is recorded as a component of cost of revenues. Additionally in its regular courses of business the Company earns a gain or incurs a loss on the trade of bitcoin awarded. |
Stock based compensations | The Company accounts for stock-based compensation in accordance with ASC Section 718 Compensation – Stock Compensation. Under the fair value recognition provisions of ASC 718 stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expensed ratably over the requisite service period/vesting period. The Company accounts for its non-employee stock-based compensation in accordance with Update 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. |
Commitments and contingencies | The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Through June 30, 2023, and through the date of filing, there have been no intervening lawsuits, claims or judgments filed. |
Related Party Disclosures | Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources of obligations between related parties. The Company, in accordance with the standard ASC 850, presents disclosures about related party transactions and outstanding balances with related parties, see Note 8. |
Earnings per Share | The Company computes earnings (loss) per share ("EPS") in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options and the conversion of instruments convertible to common stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Income taxes | Federal Income taxes are not currently due since we have had losses since inception. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of June 30, 2023, we had a net operating loss carry-forward of approximately $(6,000,527) and a deferred tax asset of $1,260,111 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked a valuation allowance of $(1,260,111). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. On June 30, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. June 30, 2023 June 30, 2022 Deferred Tax Asset $ 1,260,111 $ 873,759 Valuation Allowance (1,260,111 ) (873,759 ) Deferred Tax Asset (Net) $ 0 $ 0- Due to the changes the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carryforwards for Federal Income tax reporting purposes are subject to additional limitations. Should certain changes in ownership occur, our net operating loss carryforwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The Company has not received any notification from the Internal Revenue Service (IRS) for unpaid taxes, penalties, or fees. |
Net income (loss) per common share | Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There were outstanding warrants that could convert into 4,224,089 shares of common stock as of June 30, 2023. At the end of both periods the potentially dilutive shares were excluded because the effect would have been anti-dilutive. |
Cash flows reporting | The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. |
Advertising Costs | The Company expenses the cost of advertising and promotional materials when incurred. Total Advertising costs were zero for all periods. |
Subsequent events | The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair value of financial instruments | Level 1 Level 2 Level 3 Total Fair value of crypto currency held – June 30, 2022 $ 9,211 $ $ $ 9,211 Level 1 Level 2 Level 3 Total Fair value of Notes Payable Owed – June 30, 2023 $ 0 $ - $ 69,525 $ 69,525 |
Schedule of net deferred tax assets | June 30, 2023 June 30, 2022 Deferred Tax Asset $ 1,260,111 $ 873,759 Valuation Allowance (1,260,111 ) (873,759 ) Deferred Tax Asset (Net) $ 0 $ 0- |
CRYPTOCURRENCIES (Tables)
CRYPTOCURRENCIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
CRYPTOCURRENCIES | |
Schedule of Cryptocurrencies | June 30, 2023 June 30, 2022 Beginning balance $ 9,211 $ - Increase Value of bitcoin mined on the reward date 54,607 61,906 Realized gain (loss) on sale/exchange of bitcoin 1,030 - 64,848 61,906 Decrease Bitcoin used for operational expenses (Cost basis) 64,848 52,695 64,848 52,695 Ending balance $ - $ 9,211 |
PROPERTY PLANT EQUIPMENT - MI_2
PROPERTY PLANT EQUIPMENT - MININGMACHINES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
PROPERTY PLANT EQUIPMENT - MININGMACHINES | |
Schedule of property plant and equipment | Estimated Life in years June 30, 2023 June 30, 2022 Mining equipment 1 533,500 445,500 Less: Accumulated Depreciation 518,522 23,867 Fixed assets, net 14,948 421,633 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of accounts payable and accrued liabilities | June 30, 2023 June 30, 2022 Vendor payables 60,213 18,954 Accrued expenses 3,500 0 Total accounts payable and accrued liabilities 63,713 18,954 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
WARRANTS | |
Schedule of outstanding warrant activity | Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding June 30, 2021 187,500 $ 0.75 187,500 $ 0.75 Additions Granted 3,497,833 1.50 1,247,833 1.50 Expired Expired - $ - - - Exercised - - - - Outstanding June 30, 2022 3,685,333 $ 1.47 1,435,333 $ 1.47 Additions Granted 400,002 1.50 1,983,335 0 Additions Granted 138,750 .75 138,750 .75 Rounding Adjustment 4 $ 1.47 4 1.47 Expired - $ - - - Exercised - - - - Outstanding June 30, 2023 4,224,089 $ 1.47 3,557,422 $ 1.23 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair value of crypto currency | $ 69,525 | $ 9,211 |
Level 1 | ||
Fair value of crypto currency | 0 | 9,211 |
Level 2 | ||
Fair value of crypto currency | 0 | 0 |
Level 3 | ||
Fair value of crypto currency | $ 69,525 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Deferred Tax Asset | $ 1,260,111 | $ 873,759 |
Valuation Allowance | (1,260,111) | (873,759) |
Deferred Tax Asset (Net) | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Net operating loss carry forward | $ (6,000,527) | |
Bitcoin balance | $ 9,211 | |
Digital currencies description | The reward for a bitcoin miner changes roughly every four years, or after every 210,000 blocks are mined and gets reduced by half each time, this whole process is called bitcoin halving. The last halving occurred on May 11, 2020, and reduced the reward per block to 6.25 BTC. | |
Owned subsidiary percentage | 100% | |
Deferred Tax Asset | $ 1,260,111 | |
Statutory rate | 21% | |
Valuation Allowance | $ (1,260,111) | |
Shares issued upon conversion of warrant, shares | 4,224,089 | |
Mining Machines [Member] | ||
Estimated useful life | 7 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
GOING CONCERN | ||
Accumulated deficit | $ (6,000,527) | $ (4,160,757) |
Working capital deficit | $ (443,583) |
PRE-PAID CONSULTING (Details Na
PRE-PAID CONSULTING (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 12, 2022 | Jun. 30, 2023 | |
Expense amount | $ 156,880 | |
Prepaid consulting balance | $ 313,759 | |
Advisors And Directors [Member] | ||
Share issued for services | 1,000,000 | |
Share issued for services, value | $ 456,639 | |
Price per share | $ 0.46 | |
Chief Financial Officer [Member] | January 1, 2023 [Member] | ||
Share issued for services | 100,000 | |
Share issued for services, value | $ 14,000 | |
Price per share | $ 0.14 |
CRYPTOCURRENCIES (Details))
CRYPTOCURRENCIES (Details)) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CRYPTOCURRENCIES | ||
Beginning balance | $ 9,211 | $ 0 |
Increase Value of bitcoin mined on the reward date | 54,607 | 61,906 |
Realized gain (loss) on sale/exchange of bitcoin | 1,030 | 0 |
Total increase Value of bitcoin mined | 64,848 | 61,906 |
Decrease Bitcoin used for operational expenses (Cost basis) | 64,848 | 52,695 |
Total decrease of Bitcoin used for operational expenses | 64,848 | 52,695 |
Ending balance | $ 0 | $ 9,211 |
PROPERTY PLANT EQUIPMENT - MI_3
PROPERTY PLANT EQUIPMENT - MININGMACHINES (Details)) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Less: Accumulated Depreciation | $ 518,522 | $ 23,867 |
Fixed assets, net | 14,948 | 421,633 |
Mining Equipment [Member] | ||
Property equipment gross | $ 533,500 | $ 445,500 |
Eqipment useful lives | 1 year |
PROPERTY PLANT EQUIPMENT - MI_4
PROPERTY PLANT EQUIPMENT - MININGMACHINES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
PROPERTY PLANT EQUIPMENT - MININGMACHINES | ||
Depreciation expenses | $ 494,685 | $ 23,867 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details)) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Vendor payables | $ 60,213 | $ 18,954 |
Accrued expenses | 3,500 | 0 |
Total accounts payable and accrued liabilities | $ 63,713 | $ 18,954 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 15, 2023 | Aug. 06, 2021 | Mar. 24, 2023 | Jan. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Conversion of stock, shares | 450,000 | |||||
Due to Related Party | $ 495,800 | |||||
Shares issued for related party payables conversion, shares | 1,182,009 | |||||
Restricted Common Stock | $ 100,000 | $ 100,000 | ||||
Shares issued for related party payables conversion, amount | $ 118,050 | |||||
Interest rate | 5% | 5% | ||||
Convertible per share | $ 0.50 | $ 0.50 | ||||
Warrant to purchase shares | 38,750 | 100,000 | ||||
Exercisable price | $ 0.75 | $ 0.75 | ||||
Convertible Promissory Note | $ 19,375 | $ 50,000 | ||||
Common stock | 18,223,953 | 19,573,952 | ||||
Group International, LTD [Member] | ||||||
Conversion of Stock, amount converted | $ 45,000 | |||||
Common stock | 1,050,000 | |||||
Chief Executive Officer [Member] | ||||||
Cost | $ 250 | |||||
Description of lease term | The term of the lease is for 365 days and ends on June 30, 2023 | |||||
Rent expense | $ 3,000 | |||||
Timothy B. Ruggiero [Member] | ||||||
Treasury cancelled shares | 900,000 | |||||
Peter Chung [Member] | ||||||
Treasury cancelled shares | 1,000,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Jan. 02, 2023 | Aug. 06, 2021 | Jun. 30, 2025 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2022 |
Conversion of stock, shares | 450,000 | ||||||
Common stock | 18,223,953 | 19,573,952 | |||||
Squadron Marketing LLC [Member] | |||||||
Common stock shares issuable | 250,000 | ||||||
Consulting Shares | 83,333 | 83,333 | 20,833 | 83,333 | |||
James Marshall [Member] | |||||||
Shares received | 75,000 | ||||||
Michael Christiansen [Member] | |||||||
Vesting Shares | 83,333 | 83,333 | 20,833 | 83,333 | |||
Common stock shares issuable | 250,000 | ||||||
Management Agreement [Member] | Frank Horkey [Member] | |||||||
Shares received | 350,000 | ||||||
Vesting Shares | 83,333 | 83,333 | 20,833 | 83,333 | |||
Common stock shares issuable | 250,000 | ||||||
John Bennet [Member] | |||||||
Consulting contract | 50,000 | ||||||
Shares issued for services | 100,000 | ||||||
Shawn Perez [Member] | |||||||
Shares issued for services | 50,000 | ||||||
Lazarus Asset Management LLC [Member] | |||||||
Vesting Shares | 83,333 | 83,333 | 20,833 | 83,333 | |||
Common stock shares issuable | 250,000 | ||||||
Capital Group International, LTD [Member] | |||||||
Conversion of stock, shares | 450,000 | ||||||
Conversion of Stock, amount converted | $ 45,000 | ||||||
Common stock | 1,050,000 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Warrant[Member] | ||
Warrants, outstanding, beginning balance | 3,685,333 | 187,500 |
Warrants exercisable - common share equivalents, Additions, Granted | 400,002 | 3,497,833 |
Warrants exercisable - common share equivalents, Additions, Granted 1 | 138,750 | |
Warrants exercisable - common share equivalents, Expired | 0 | 0 |
Rounding Adjustment | 4 | |
Rounding Adjustment per shares | $ 1.47 | |
Warrants, outstanding, ending balance | 4,224,089 | 3,685,333 |
Weighted average exercise price per share beginning balance | $ 1.47 | $ 0.75 |
Weighted average exercise price per share granted | 1.50 | 1.50 |
Weighted average exercise price per share granted 1 | 0.75 | |
Weighted average exercise price per share ending balance | $ 1.47 | $ 1.47 |
Exercised | 0 | 0 |
Warrants exercisable - Common Share Equivalents | ||
Warrants, outstanding, beginning balance | 1,435,333 | 187,500 |
Warrants exercisable - common share equivalents, Additions, Granted | 1,983,335 | 1,247,833 |
Warrants exercisable - common share equivalents, Additions, Granted 1 | 138,750 | |
Warrants exercisable - common share equivalents, Expired | 0 | 0 |
Rounding Adjustment | 4 | |
Rounding Adjustment per shares | $ 1.47 | |
Warrants, outstanding, ending balance | 3,557,422 | 1,435,333 |
Weighted average exercise price per share beginning balance | $ 1.47 | $ 0.75 |
Weighted average exercise price per share granted | 0 | 1.50 |
Weighted average exercise price per share granted 1 | 0.75 | |
Weighted average exercise price per share ending balance | $ 1.23 | $ 1.47 |
Warrants exercisable - common share equivalents, Exercised | 0 | 0 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Jun. 12, 2022 | May 05, 2022 | Jul. 28, 2022 | May 26, 2022 | Jul. 02, 2021 | Jun. 30, 2023 | May 15, 2023 | Mar. 24, 2023 | |
Restricted share issued | 250,000 | |||||||
Description of warrants exercise | These warrants were valued using a Black Scholes calculation using a stock price of $1,00, an exercise price of $1.50 a volatility range of 160% to 170% and a risk-free interest rate of 2.63%-3.13% | |||||||
Exercise price | $ 1.50 | $ 1.50 | ||||||
Restricted common stock | 400,001 | |||||||
Warrant exercise price | $ 0.75 | $ 0.75 | ||||||
Warrants issued | 747,837 | |||||||
Securities Purchase Arrangement [Member] | ||||||||
Warrants issued, amount | $ 560,875 | |||||||
Warrant exercise price | $ 1.50 | |||||||
Warrants issued | 747,837 | |||||||
Class C Warrant [Member] | Frank Horkey [Member] | ||||||||
Exercise price | $ 1.50 | |||||||
Warrants Purchase | 250,000 | |||||||
Warrants Series C [Member] | Squadron Marketing LLC and Lazarus Asset Management LLC [Member] | ||||||||
Exercise price | $ 1.50 | $ 1.50 | ||||||
Warrants Purchase | 250,000 | 500,000 | ||||||
Warrants Series C [Member] | Frank Horkey And Michea lChristiansen [Member] | ||||||||
Warrants Purchase | 250,000 | |||||||
Warrant exercise price | $ 1.50 | |||||||
Warrants issued | 250,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | ||||||
Jul. 04, 2023 | May 15, 2023 | Sep. 29, 2023 | Sep. 25, 2023 | Mar. 24, 2023 | Jul. 28, 2022 | Jul. 02, 2021 | Jul. 01, 2023 | |
Exercise price | $ 1.50 | $ 1.50 | ||||||
Warrant to purchase shares | 38,750 | 100,000 | ||||||
Interest rate | 5% | 5% | ||||||
Convertible per share | $ 0.50 | $ 0.50 | ||||||
Convertible Promissory Note | $ 19,375 | $ 50,000 | ||||||
Subsequent Event [Member] | ||||||||
Exercise price | $ 1.50 | $ 1.50 | ||||||
Warrant to purchase shares | 50,000 | 40,000 | ||||||
Share sold to investor | 25,000 | 20,000 | ||||||
Interest rate | 10% | 10% | ||||||
Convertible per share | $ 0.50 | $ 0.50 | ||||||
Warrants issued | 25,000 | 20,000 | ||||||
Subsequent Event [Member] | Lazarus Asset Management LLC [Member] | ||||||||
Exercise price | $ 0.75 | |||||||
Warrant to purchase shares | 150,000 | |||||||
Share sold to investor | 75,000 | |||||||
Interest rate | 10% | |||||||
Convertible per share | $ 0.50 | |||||||
Convertible Promissory Note | $ 75,000 | |||||||
Subsequent Event [Member] | Frank Horkey [Member] | ||||||||
Exercise price | $ 0.75 | |||||||
Warrant to purchase shares | 150,000 | |||||||
Share sold to investor | 75,000 | |||||||
Interest rate | 10% | |||||||
Convertible per share | $ 0.50 | |||||||
Convertible Promissory Note | $ 75,000 |