Document and Entity Information
Document and Entity Information | 9 Months Ended |
Mar. 31, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | ESPORTS ENTERTAINMENT GROUP, INC. |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | false |
Entity Central Index Key | 1,451,448 |
Current Fiscal Year End Date | --06-30 |
Entity Common Stock, Shares Outstanding | 75,258,861 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Current Assets | ||
Cash | $ 347,698 | $ 47,922 |
Prepaid Expense | 45,370 | 100,917 |
Total Current Assets | 393,068 | 148,839 |
Computer Software | 50,000 | 0 |
Website | 15,578 | 0 |
License | 30,000 | 30,000 |
Total Assets | 488,646 | 178,839 |
Current Liabilities | ||
Accounts payable | 14,321 | 7,483 |
Accrued Liabilities | 101,292 | 56,855 |
Convertible Notes Payable, net of unamortized Discount of $Nil (June 30, 2016 - $54,066) | 45,000 | 5,934 |
Due to related parties | 10,848 | 19,974 |
Total Liabilities | 171,461 | 90,246 |
Stockholders' Equity | ||
Common Stock Authorized, 500,000,000 shares, par value $0.001, 75,258,861 and 70,105,514 shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively | 75,259 | 70,106 |
Additional Paid-in Capital | 1,746,766 | 955,015 |
Subscription Receivable | (300) | (300) |
Deficit accumulated during development stage | (1,504,540) | (936,228) |
Total Stockholders' Equity | 317,185 | 88,593 |
Total Liabilities and Stockholders' Equity | $ 488,646 | $ 178,839 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 75,258,861 | 70,105,514 |
Common Stock, Shares Outstanding | 75,258,861 | 70,105,514 |
Unamortized discount | $ 0 | $ 54,066 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Directors Compensation | 51,250 | 50,000 | 97,500 | 100,000 |
General and administrative | 75,555 | 54,266 | 347,001 | 139,987 |
Professional Fees | 11,878 | 4,300 | 40,225 | 28,485 |
Total Operating Expenses | 138,684 | 108,566 | 484,726 | 268,472 |
Non-operating gain (loss) | ||||
Interest expense | (14,836) | 0 | (57,696) | 0 |
Foreign exchange gain (loss) | (59) | 1,315 | 125 | 971 |
Loss on Debt Settlement | (26,015) | 0 | (26,015) | 0 |
Net Loss | $ (179,594) | $ (109,881) | $ (568,312) | $ (269,443) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | $ (.01) | $ 0 |
Weighted Average Shares Outstanding | 71,734,342 | 68,860,739 | 70,723,805 | 68,801,368 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (568,312) | $ (269,443) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock issuance for service | 162,500 | 79,200 |
Loss on debt settlement | 26,015 | 0 |
Accretion expense | 28,051 | 0 |
Changes in operating assets and liabilities | ||
Accounts payable | 6,838 | 32,675 |
Accrued liabilities | 44,437 | 36,500 |
Prepaid expenses | 55,547 | 3,993 |
Net cash used in operating activities | (244,924) | (117,075) |
Cash flows from investing activities | ||
Purchase of computer software | (50,000) | 0 |
Website development | (15,578) | 0 |
Net cash provided by (used in) investing activities | (65,578) | 0 |
Cash flows from financing activities | ||
Repayment of convertible debenture | (15,000) | 0 |
Proceeds from issuance of common stock | 634,404 | 0 |
Due to related parties | (9,126) | 23,735 |
Net cash provided (used) by financing activities | 610,278 | 23,735 |
Net increase/ (decrease) in cash | 299,776 | (93,340) |
Cash, beginning of period | 47,922 | 100,865 |
Cash, end of period | 347,698 | 7,525 |
Supplemental Disclosures | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Significant Non-Cash Investing and Financing Activities: | ||
Conversion of convertible notes to stock | 0 | 0 |
Additional paid-in capital increased due to forgiveness of related party | $ 0 | $ 0 |
1. Nature of Operations and Con
1. Nature of Operations and Continuance of Business | 9 Months Ended |
Mar. 31, 2017 | |
Nature Of Operations And Continuance Of Business | |
1. Nature of Operations and Continuance of Business | 1. Nature of Operations and Continuance of Business Esports Entertainment Group, Inc. (formerly VGambling Inc.) (the “Company”) was incorporated in the state of Nevada on July 22, 2008. On May 20, 2013, the Company entered into a Share Exchange Agreement with H&H Arizona Corporation, an Antigua and Barbuda corporation which is in the business of internet gambling. On May 10, 2010, the Company completed its merger with Dongke Pharmaceuticals Inc., a Delaware company, in accordance with the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Company acquired all of the outstanding capital stock and ownership interests of Dongke from the Dongke shareholders. In exchange for their interests, the Company issued to Donke shareholders an aggregate of 1,941,818 shares of the Company’s common stock. The reverse merger was cancelled on April 30, 2013, and 26,700,000 shares were returned to treasure. On May 20, 2013, the Company entered into a Share Exchange Agreement with H&H Arizona Corporation. Under the terms of the agreement, the Company acquired all of the outstanding capital stock and ownership interests of H&H Arizona Corporation from the H&H Arizona shareholders. In exchange for the interest, the Company issued to the H&H Arizona shareholders 50,000,000 shares of the Company’s common stock. As a result of the consummation of the Exchange Agreement, H&H Arizona became the Company’s wholly-owned subsidiary and the Company’s operating entity. H&H Arizona Corporation is treated as the “accounting acquirer” in the accompanying financial statements. In the transaction, the Company issued 50,000,000 common shares to the shareholders of H&H Arizona Corporation; such shares represented, immediately following the transaction, 79% of the outstanding shares of the Company. The transaction was accounted for as a “reverse merger” and a reverse recapitalization and the issuances of common stock were recorded as a reclassification between paid-in-capital and par value of Common Stock. On April 18, 2017, the Shareholder of the company owning a majority of the Company’s outstanding shares of common stock proved a change of the name of the Company from VGambling, Inc. to Esports Entertaiment Group, Inc. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies a) Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended June 30, 2016 and notes thereto contained. The Company's consolidated financial statements are prepared using the accrual method of accounting. These consolidated statements include the accounts of the Company and its subsidiary H&H Arizona Corporation. All significant intercompany transactions and balances have been eliminated. The Company has elected a June 30 year-end . b) Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. c) The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. d) Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. e) Net Loss per Share Net income (loss) per common share is computed pursuant to ASC Topic 260 “Earnings per Share.” ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. f) Foreign Currency Translation The Company’s functional and reporting currency is the US dollar. Foreign exchange items are translated to US dollars in accordance with ASC 830, “Foreign Currency Translation Matters”, using the exchange rate prevailing at the balance sheet date. Monetary assets and liabilities are translated using the exchange rate at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. g) Share Based Expenses The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505-50, Equity Based Payments to Non-Employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. h) Beneficial Conversion Feature From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. i) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3. Going Concern
3. Going Concern | 9 Months Ended |
Mar. 31, 2017 | |
Going Concern | |
3. Going Concern | 3. Going Concern These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize it assets and discharge its liabilities in the normal course of business. During the period ended March 31, 2017, the Company has an accumulated deficit of $1,504,540. The Company is licensed to conduct online gambling. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company had signed agreement with Monarch Bay Securities, LLC in June 2016 to raise $6 million to $8 million through sale of equity or equity linked securities in the next twelve months. However management cannot provide any assurances that the Company will be successful in accomplishing any of our plans. |
4. Acquisition of H&H Arizona C
4. Acquisition of H&H Arizona Corporation and Recapitalization | 9 Months Ended |
Mar. 31, 2017 | |
Acquisition Of Hh Arizona Corporation And Recapitalization | |
4. Acquisition of H&H Arizona Corporation and Recapitalization | 4. Acquisition of H&H Arizona Corporation and Recapitalization On May 20, 2013, the Company entered into a Share Exchange Agreement with H&H Arizona Corporation. Under the terms of the agreement, the Company acquired all of the outstanding capital stock and ownership interests of H&H Arizona from the H&H Arizona shareholders. In exchange for the interest, the Company issued to the H&H Arizona shareholders 50,000,000 shares of the Company’s common stock. As a result of the consummation of the Exchange Agreement, H&H Arizona became the Company’s wholly-owned subsidiary and the Company’s operating entity. |
5. Related Party Transactions
5. Related Party Transactions | 9 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
5. Related Party Transactions | 5. Related Party Transactions a) During the period ended March 31, 2017 and 2016, the Company incurred salary of $45,000 and $45,000 to the President of the Company, respectively. As of March 31, 2017 and June 30, 2016, the Company owed $10,848 and $19,974 to the President, respectively. b) During the nine months ended March 31, 2017, the Company incurred rent of $3,407 (2016 - $3,362) to the President of the Company. c) On January 7, 2015, the Company issued 100,000 shares at a price of $0.05 per shares to a director for his advisory services for 2014. c) On March 31, 2015, the President of the Company had forgiven a total of $24,993 for the rent expenses payable to him and the Company recorded them as additional paid in capital. d) On June 30, 2015, the President of the Company had forgiven a total of $2,770 for shareholder loan payable to him and the Company recorded them as additional paid capital. e) On January 30, 2015 the Company appointed Chul Woong “Alex” Lim as a Director of the Corporation. Mr. Lim will be paid $20,000 per year for serving as a director. Mr. Lim left the Company as of October 26, 2016. The Company owed $20,000 to Mr. Lim as of March 31, 2017. f) On March 9, 2015 the Company appointed Yan Rozum as a Director of the Corporation. Mr. Rozum will be paid $20,000 per year for serving as a director. The Company owed $35,000 to Mr. Rozum as of March 31, 2017. On March 1, 2017, the Company issued 80,000 shares for $20,000 for director’s services. g) On October 26, 2016 the Company appointed David Watt as a Director of the Corporation. Mr. Watt will be paid $25,000 per year for serving as a director. The Company owed $7,357 to Mr. Watt as of March 31, 2017. The Company issued 20,000 shares for $5,000 for Director’s services. |
6. Convertible Promissory Notes
6. Convertible Promissory Notes | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
6. Convertible Promissory Notes | 6. Convertible promissory notes On June 3, 2016, the Company entered into a convertible promissory note agreement with an arms length individual whereby the Company has borrowed $60,000. The convertible note is issued by discounts of $5,000 and the company paid finder’s fee of $5,000. The note is interest bearing at 8% per annum commencing June 3, 2016, if the note was paid off in full within 90 days following the Effective Date, the interest would be waived. The Company is obligated to repay the principal with any interest by March 3, 2017 (the “maturity date”). In the event of default, additional interest will accrue from the date of the event of default at the rate equal to the lower of 18% per annum or the highest rate permitted by law. This convertible note is default as of March 31, 2017. The Company agreed to pay $90,000 and paid $45,000 as of March 31, 2017. The settle of the debts resulted a loss on debt settle of $26,015. As at March 31, 2017, the carrying value of the convertible debenture was $45,000 (2016 - $nil). The Company will issue additional shares for debt settlement. As an investment incentive, the Company issued 427,777 five year cashless warrants, exercisable at $0.14 per share. The Company assessed the terms of the convertible debenture in accordance with 470-20-55, Debt with Conversion and Other Options |
7. Common Stock
7. Common Stock | 9 Months Ended |
Mar. 31, 2017 | |
Common Stock | |
7. Common Stock | 7 . Common Stock a) On August 29, 2014, the $50,000 promissory note and accrued interested were converted to 706,667 shares of the Company’s common stock. b) On September 11, 2014, the $9,367 (CAD $10,000) promissory note and accrued interest were converted to 236,500 shares of the Company’s common stock. c) On September 11, 2014, the Company issued 308,000 shares at a fair value of $30,800 in exchange for consulting services. d) On September 11, 2014, the Company issued 1,580,000 common shares at $0.10 per share for proceeds of $158,000. e) On January 7, 2015, 300,000 common shares were issued at a price of $0.05 per share to the director and consultants in consideration for advisory services rendered to the Company. Also on January 7, 2015, 50,000 common shares were issued at a price of $0.05 per share to consultant in consideration for future website services rendered to the Company. f) On February 6, 2015, 100,000 common shares were issued at a price of $0.19 per share to a director in consideration for future advisory services rendered to the Company. g) On March 13, 2015, 400,000 common shares were issued at a price of $0.15 per share plus 200,000 shares of warrant which has the rights to purchase the Company stocks at a price of $0.25 per share to a non related shareholder. h) On June 8, 2015, 900,000 common shares were issued at a price of $0.10 per share to a non related shareholder. i) On June 16, 2015, 765,000 common shares were issued at a price of $0.10 per share to a non related shareholder. j) On July 27, 2015, 60,000 common shares were issued at a price of $0.10 per share to a non related shareholder. k) On August 24, 2015, 106,000 common shares were issued at a fair value of $21,200 in exchange for consulting services. l) On March 14, 2016, 60,000 common shares were issued at a fair value of $12,000 in exchange for consulting services. m) On March 14, 2016, 200,000 common shares were issued at a fair value of $40,000 in exchange for director fees. n) On April 7, 2016, 266,666 common shares were issued at a price of $0.15 per share to non related shareholders. o) On June 30, 2016, 466,680 common shares were issued at a price of $0.15 per share to non related shareholders. p) On June 30, 2016, 300,000 common shares were issued at a fair value of $60,000 for a prepayment for advertising service for the term of July 15, 2016 to July 15, 2017. q) On September 21, 2016, 200,000 common shares were issued at a price of $0.15 per share to non related shareholders. Company paid stock issuance cost of $7,526. Also the Company issued 200,000 warrants to investor, exercisable at $0.15 per share. The warrant is exercisable before December 1, 2019. r) On November 30, 2016, 66,680 common shares were issued at a price of $0.15 per share to non related shareholders. s) On December 31, 2016, 550,000 common shares were issued at a fair value of $137,500 in exchange of consulting services. t) On Feb 21, 2017, 100,000 common shares were issued at a price of $0.15 per share to non related shareholders. u) On March 1, 2017, 100,000 common shares were issued at a fair value of $25,000 in exchange of director fees. v) On March 31, 2017, 4,136,667 common shares were issued at a price of $0.15 per share to non related shareholders. Also the Company issued 4,136,667 warrants to investors, exercisable at $0.15 per share. The warrant is exercisable before March 31, 2020. The warrants are callable by the issuer any time after 12 months from the date the equity investment is completed with 30 days notice at a price of $0.05 per warrant. Stock Purchase Warrant The following table summarizes all warrant activities for the nine months ended March 31, 2017 : Shares Weighted-Average Exercise Price Per Share Remaining term Intrinsic value Outstanding, June 30, 2016 427,777 0.14 4.93 year $ 111.222 Granted 4,136,667 0.15 Exercised - - Expired - - Outstanding and Exercisable at March 31, 2017 4,564,444 0.15 3.67 year $ 684,667 |
8. Debt Forgiveness
8. Debt Forgiveness | 9 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
8. Debt Forgiveness | 8. Debt Forgiveness Accounts payable was reduced $22,068 (20,000 Euro) because of debt forgiven by an arm’s length company. The Company recorded it as gain of forgiveness. |
9. Subsequent Events
9. Subsequent Events | 9 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
9. Subsequent Events | 9. Subsequent Event a) On April 1, 2017, the Company issued 400,000 shares to Agoracom Investor Relations, non related investors, for service. b) On April 12, 2017, the Company issued 500,000 common shares to non related investors at $0.15 per share. c) On April 22, 2017, the Company issued 92,000 common shares to non related investors at $0.25 per share. d) On May 1, 2017, the Company signed a Licensing Agreement with Sportradar AG for internet and Mobile Live Streaming Rights for online betting purposes. e) On May 16, 2017, the Company signed a subscription agreement with a non related investor to issue 600,000 common shares at $0.25 per share, and 600,000 warrants exercisable at $0.25 per share. The warrant is exercisable before May 16, 2020. The warrants are callable by the issuer any time after 12 months from the date the equity investment is completed. f) On April 18, 2017, the Shareholder of the company owning a majority of the Company’s outstanding shares of common stock proved a change of the name of the Company from VGambling, Inc. to Esports Entertaiment Group, Inc. |
2. Summary of Significant Acc15
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended June 30, 2016 and notes thereto contained. The Company's consolidated financial statements are prepared using the accrual method of accounting. These consolidated statements include the accounts of the Company and its subsidiary H&H Arizona Corporation. All significant intercompany transactions and balances have been eliminated. The Company has elected a June 30 year-end . |
Use of Estimates and Assumptions | b) Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | c) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
Income Taxes | d) Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Net Loss Per Share | e) Net Loss per Share Net income (loss) per common share is computed pursuant to ASC Topic 260 “Earnings per Share.” ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. |
Foreign Currency Translations | f) Foreign Currency Translation The Company’s functional and reporting currency is the US dollar. Foreign exchange items are translated to US dollars in accordance with ASC 830, “Foreign Currency Translation Matters”, using the exchange rate prevailing at the balance sheet date. Monetary assets and liabilities are translated using the exchange rate at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. |
Share Based Expenses | g) Share Based Expenses The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505-50, Equity Based Payments to Non-Employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. |
Beneficial Converstion Feature | h) Beneficial Conversion Feature From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Recent Accounting Pronouncements | i) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
7. Common Stock (Tables)
7. Common Stock (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Common Stock | |
Warrant Activities | Shares Weighted-Average Exercise Price Per Share Remaining term Intrinsic value Outstanding, June 30, 2016 427,777 0.14 4.93 year $ 111.222 Granted 4,136,667 0.15 Exercised - - Expired - - Outstanding and Exercisable at March 31, 2017 4,564,444 0.15 3.67 year $ 684,667 |
1. Nature of Operations and C17
1. Nature of Operations and Continuance of Business (Details Narrative) - shares | May 20, 2013 | Apr. 30, 2013 | May 10, 2010 |
Nature Of Operations And Continuance Of Business | |||
Shares issued to Donke in merger exchange | 1,941,818 | ||
Shares returned to treasury | 26,700,000 | ||
Shares issued to H&H Arizona in share exchange agreement | 50,000,000 |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated Deficit | $ (1,504,540) | $ (936,228) |
4. Acquisition of H&H Arizona19
4. Acquisition of H&H Arizona Corporation and Recapitalization (Details Narrative) | May 20, 2013shares |
Notes to Financial Statements | |
Shares issued to H&H Shareholders in exchange for interests in H&H Arizona | 50,000,000 |
5. Related Party Transactions (
5. Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 14, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Feb. 06, 2015 | Jan. 07, 2015 | |
Salary incurred to an officer | $ 45,000 | $ 45,000 | |||||||
Owed to officer | 10,848 | $ 19,974 | |||||||
Rent incurred to an officer | 3,407 | $ 3,362 | |||||||
Rent expense forgiven by affiliate | $ 24,993 | ||||||||
Det forgiven, shareholder loan payable | $ 2,770 | ||||||||
Shares issued to affiliates for advisory services, shares | 200,000 | 100,000 | 100,000 | ||||||
Shares issued to affiliates for advisory services, price per share | $ 40,000 | $ .19 | $ .05 | ||||||
Owed to Lim | |||||||||
Owed to officer | 20,000 | ||||||||
Director compensation salary | 20,000 | ||||||||
Owed to Rozum | |||||||||
Owed to officer | 35,000 | ||||||||
Director compensation salary | $ 20,000 | ||||||||
Owed to Watt | |||||||||
Owed to officer | $ 7,357 | ||||||||
Director compensation salary | $ 25,000 |
6. Convertible Promissory Not21
6. Convertible Promissory Notes (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 03, 2016 | |
Convertible promissory note amount | $ 60,000 | ||
Interest of Convertible promissory note | 8.00% | ||
Due date of convertible promissory note | Mar. 3, 2016 | ||
Discount on convertible promissory note | $ 5,000 | ||
Finder's fee paid on convertible promissory note | $ 5,000 | ||
Default interest rate on convertible promissory note | 18.00% | ||
Warrants issued with promissory note | 427,777 | ||
Term of warrants | 5 years | ||
Exercise price of warrants | $ 0.14 | ||
Convertible to common shares, price per share | $ .13 | ||
Default conversion price equal to lowest trading price | 65.00% | ||
Additional paid in capital recognized from the warrants | $ 38,432 | ||
Amortization of debt discount to interest expense | $ 46,374 | $ 0 | |
Carrying value of the convertible debenture | $ 46,374 | ||
Under 90 Days | |||
Prepayment amount of note principal | 100.00% | ||
91-135 Days | |||
Prepayment amount of note principal | 125.00% | ||
136-180 Days | |||
Prepayment amount of note principal | 135.00% |
7. Common Stock (Details)
7. Common Stock (Details) - USD ($) | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2017 |
Weighted Average Exercise Price of Warrants, duration | $ 0.14 | ||
Outstanding | |||
Number of Warrant Shares, instant | 4,564,444 | 427,777 | 4,564,444 |
Weighted Average Exercise Price of Warrants, instant | $ .15 | $ 0.14 | $ .15 |
Remaining Term of Warrants | 3 years 8 months | 4 years 11 months | |
Warrant Shares Intrinsic Value | $ 684,667 | $ 111,222 | $ 684,667 |
Granted | |||
Number of Warrant Shares, duration | 4,136,667 | ||
Weighted Average Exercise Price of Warrants, duration | $ 0.15 | ||
Exercised | |||
Number of Warrant Shares, duration | 0 | ||
Weighted Average Exercise Price of Warrants, duration | $ 0 | ||
Expired | |||
Number of Warrant Shares, duration | 0 | ||
Weighted Average Exercise Price of Warrants, duration | $ 0 |
7. Common Stock (Details Narrat
7. Common Stock (Details Narrative) - USD ($) | May 16, 2017 | Mar. 13, 2015 | Mar. 31, 2017 | Apr. 22, 2017 | Apr. 12, 2017 | Apr. 01, 2017 | Mar. 01, 2017 | Feb. 21, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 21, 2016 | Jun. 30, 2016 | Apr. 07, 2016 | Mar. 14, 2016 | Aug. 24, 2015 | Jul. 27, 2015 | Jun. 16, 2015 | Jun. 08, 2015 | Feb. 06, 2015 | Jan. 07, 2015 | Sep. 11, 2014 | Aug. 29, 2014 |
Common Stock | ||||||||||||||||||||||
Shares issued for conversion of debt, shares | 706,667 | |||||||||||||||||||||
Shares issued for conversion of debt, value | $ 50,000 | |||||||||||||||||||||
Shares issued for services, shares | 400,000 | 100,000 | 550,000 | 60,000 | 106,000 | 308,000 | ||||||||||||||||
Shares issued for services, value | $ 25,000 | $ 137,500 | $ 12,000 | $ 21,200 | $ 30,800 | |||||||||||||||||
Shares issued for cash, shares | 600,000 | 400,000 | 4,136,667 | 92,000 | 500,000 | 100,000 | 66,680 | 200,000 | 266,666 | 60,000 | 765,000 | 900,000 | 1,580,000 | |||||||||
Shares issued for cash, amount | $ 158,000 | |||||||||||||||||||||
Shares issued for cash, price per share | $ 0.25 | $ 0.15 | $ 0.15 | $ .25 | $ .15 | $ 0.15 | $ 0.15 | $ 0.15 | $ .15 | $ .10 | $ .10 | $ .10 | $ .10 | |||||||||
Warrants issued with Share purchases | 600,000 | 200,000 | 200,000 | |||||||||||||||||||
Exercise price of stock purchase warrants | $ 0.25 | $ 0.25 | $ .15 | |||||||||||||||||||
Term of stock purchase warrants after conversion | 3 years | 2 years | ||||||||||||||||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Common Stock, Shares Issued | 75,258,861 | 70,105,514 | ||||||||||||||||||||
Shares issued to affiliates for advisory services, shares | 200,000 | 100,000 | 100,000 | |||||||||||||||||||
Shares issued to affiliates for advisory services, price per share | $ 40,000 | $ .19 | $ .05 | |||||||||||||||||||
Shares issued to for website services, shares | 50,000 | |||||||||||||||||||||
Shares issued to for website services, price per share | $ .05 | |||||||||||||||||||||
Stock issuance cost | $ 7,526 |
8. Debt Forgiveness (Details Na
8. Debt Forgiveness (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Disclosure [Abstract] | ||||
Debt forgiveness | $ 26,015 | $ 0 | $ 26,015 | $ 0 |
9. Subsequent Events (Details N
9. Subsequent Events (Details Narrative) - USD ($) | May 16, 2017 | Mar. 13, 2015 | Apr. 22, 2017 | Apr. 12, 2017 | Apr. 01, 2017 | Mar. 31, 2017 | Mar. 01, 2017 | Feb. 21, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 21, 2016 | Apr. 07, 2016 | Mar. 14, 2016 | Aug. 24, 2015 | Jul. 27, 2015 | Jun. 16, 2015 | Jun. 08, 2015 | Sep. 11, 2014 |
Subsequent Events [Abstract] | ||||||||||||||||||
Shares issued for cash, shares | 600,000 | 400,000 | 92,000 | 500,000 | 4,136,667 | 100,000 | 66,680 | 200,000 | 266,666 | 60,000 | 765,000 | 900,000 | 1,580,000 | |||||
Shares issued for cash, amount | $ 158,000 | |||||||||||||||||
Shares issued for cash, price per share | $ 0.25 | $ 0.15 | $ .25 | $ .15 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | $ .15 | $ .10 | $ .10 | $ .10 | $ .10 | |||||
Shares issued for services, shares | 400,000 | 100,000 | 550,000 | 60,000 | 106,000 | 308,000 | ||||||||||||
Shares issued for services, value | $ 25,000 | $ 137,500 | $ 12,000 | $ 21,200 | $ 30,800 | |||||||||||||
Warrants issued with Share purchases | 600,000 | 200,000 | 200,000 | |||||||||||||||
Exercise price of stock purchase warrants | $ 0.25 | $ 0.25 | $ .15 | |||||||||||||||
Term of stock purchase warrants after conversion | 3 years | 2 years |