Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Sep. 28, 2018 | Dec. 31, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | INTERNATIONAL LEADERS CAPITAL CORPORATION | ||
Entity Central Index Key | 1,470,550 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 242,527 | ||
Entity Common Stock, Shares Outstanding | 249,386,285 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 8,117 | $ 92,004 |
Prepaid expenses | 11,000 | 9,167 |
Lease deposit | 45,802 | |
Total current assets | 64,919 | 101,171 |
Office equipment | 12,254 | |
Total assets | 77,173 | 101,171 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 123,106 | 117,966 |
Accrued compensation-related party | 301,322 | 255,821 |
Advances payable (including $151,066 and $36,000 due to related parties at June 30, 2018 and 2017, respectively) | 205,456 | 90,390 |
Convertible notes - related party, net of discount of $35,452 and $1,781 at June 30, 2018 and 2017, respectively | 80,656 | 214,957 |
Total current liabilities | 710,540 | 679,134 |
Non-redeemable convertible note - related party | 43,180 | 43,180 |
Stockholders' Deficiency : | ||
Preferred stock; par value $0.01; 48,900,000 shares authorized; no shares issued and outstanding; Series A Convertible Preferred Stock; par value $0.01; 1,000,000 shares authorized; no shares issued and outstanding; Series B Preferred Stock; par value $0.01; 100,000 shares authorized; 25,000 shares issued and outstanding at June 30, 2018 and 2017 | 250 | 250 |
Common stock; par value $0.001; 750,000,000 shares authorized; 2,311,285 and 1,574,179 shares issued and outstanding at June 30, 2018 and 2017, respectively | 2,311 | 1,574 |
Additional paid-in capital | 121,375,474 | 120,830,251 |
Notes receivable | 5,000,000 | 5,000,000 |
Accumulated deficiency | (117,054,582) | (116,453,218) |
Total stockholders' deficiency | (676,547) | (621,143) |
Total liabilities and stockholders' deficiency | 77,173 | 101,171 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficiency : | ||
Preferred stock; par value $0.01; 48,900,000 shares authorized; no shares issued and outstanding; Series A Convertible Preferred Stock; par value $0.01; 1,000,000 shares authorized; no shares issued and outstanding; Series B Preferred Stock; par value $0.01; 100,000 shares authorized; 25,000 shares issued and outstanding at June 30, 2018 and 2017 | ||
Total stockholders' deficiency | ||
Total liabilities and stockholders' deficiency | ||
Series B Preferred Stock [Member] | ||
Stockholders' Deficiency : | ||
Preferred stock; par value $0.01; 48,900,000 shares authorized; no shares issued and outstanding; Series A Convertible Preferred Stock; par value $0.01; 1,000,000 shares authorized; no shares issued and outstanding; Series B Preferred Stock; par value $0.01; 100,000 shares authorized; 25,000 shares issued and outstanding at June 30, 2018 and 2017 | 250 | 250 |
Total stockholders' deficiency | 250 | 250 |
Total liabilities and stockholders' deficiency | $ 250 | $ 250 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Due to related parties included in current portion of advances | $ 151,066 | $ 36,000 |
Debt discount | $ 35,452 | $ 1,781 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 48,900,000 | 48,900,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 2,311,285 | 1,574,179 |
Common stock, shares outstanding | 2,311,285 | 1,574,179 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 25,000 | 25,000 |
Preferred stock, shares outstanding | 25,000 | 25,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating costs: | ||
Compensation | 183,001 | 717,873 |
General and administrative | 148,707 | 64,392 |
Total operating expenses | 331,708 | 782,265 |
Loss from operations | (331,708) | (782,265) |
Other income (expense): | ||
Interest expense | 71,285 | 56,774 |
Private placement costs | 197,436 | |
Change in fair value of derivative liabilities | (2,938) | |
Other income | 2,003 | |
Total other income (expense) | (269,656) | (56,774) |
Net loss | $ (601,364) | $ (839,039) |
Net loss per share - basic and diluted | $ (0.30) | $ (0.61) |
Weighted average number of common shares outstanding - basic and diluted | 2,026,275 | 1,380,205 |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity Deficiency - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series B Preferred Stock [Member] | Note Receivable [Member] | Total |
Balance common stock, shares at Jun. 30, 2016 | 1,374,179 | |||||
Balance preferred stock, shares at Jun. 30, 2016 | 25,000 | |||||
Balance, value at Jun. 30, 2016 | $ 1,374 | $ 119,345,334 | $ (115,614,179) | $ 250 | $ (5,000,000) | $ (1,267,221) |
Beneficial conversion feature on issuance of convertible note payable-related party | 5,000 | 5,000 | ||||
Gain on settlement of accrued compensation-related party treated as a capital contribution | 1,380,117 | 1,380,117 | ||||
Shares issued for cash-related party, shares | 200,000 | |||||
Shares issued for cash-related party, value | $ 200 | 99,800 | 100,000 | |||
Gain on settlement of convertible notes and accrued interest - related party treated as a capital contribution | ||||||
Fair value of shares issued for settlement of convertible notes and accrued interest - related party, value | ||||||
Net loss | (839,039) | $ (839,039) | ||||
Balance common stock, shares at Jun. 30, 2017 | 1,574,179 | 1,574,179 | ||||
Balance preferred stock, shares at Jun. 30, 2017 | 25,000 | |||||
Balance, value at Jun. 30, 2017 | $ 1,574 | 120,830,251 | (116,453,218) | $ 250 | (5,000,000) | $ (621,143) |
Beneficial conversion feature on issuance of convertible note payable-related party | 40,000 | 40,000 | ||||
Gain on settlement of accrued compensation-related party treated as a capital contribution | ||||||
Shares issued for cash-related party, shares | 181,818 | |||||
Shares issued for cash-related party, value | $ 182 | 49,818 | 50,000 | |||
Gain on settlement of convertible notes and accrued interest - related party treated as a capital contribution | 100,788 | 100,788 | ||||
Fair value of shares issued for compensation | 50,000 | 50,000 | ||||
Fair value of shares issued for settlement of convertible notes and accrued interest - related party, shares | 554,859 | |||||
Fair value of shares issued for settlement of convertible notes and accrued interest - related party, value | $ 555 | $ 304,617 | $ 305,172 | |||
Rounding to effect reverse stock split | 429 | |||||
Net loss | $ (601,364) | $ (601,364) | ||||
Balance common stock, shares at Jun. 30, 2018 | 2,311,285 | 2,311,285 | ||||
Balance preferred stock, shares at Jun. 30, 2018 | 25,000 | |||||
Balance, value at Jun. 30, 2018 | $ 2,311 | $ 121,375,474 | $ (117,054,582) | $ 250 | $ (5,000,000) | $ (676,547) |
Consolidated Statement Of Cash
Consolidated Statement Of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (601,364) | $ (839,039) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 59,329 | 38,161 |
Fair value of shares issued for compensation | 50,000 | |
Private placement costs | 197,436 | |
Change in fair value of derivative liability | (2,938) | |
Accrued interest | 11,956 | 18,613 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,833 | |
Lease deposit | (45,802) | |
Accounts payable and accrued expenses | 5,140 | 12,303 |
Accrued compensation-related parties | 45,501 | 717,873 |
Net cash used in operating activities | (276,699) | (52,089) |
Cash Flows from Investing Activities: | ||
Purchase of office equipment | 12,254 | |
Net cash used in investing activities | (12,254) | |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes - related parties | 190,000 | 32,173 |
Payment made on convertible notes - related parties | 150,000 | |
Advances from related parties | 126,066 | 11,000 |
Repayment of advances-related parties | (11,000) | 100,000 |
Proceeds from the issuance of common stock - related party | 50,000 | |
Net cash provided by financing activities | 205,066 | 143,173 |
Net change in cash and cash equivalents | (83,887) | 91,084 |
Cash and cash equivalents, beginning of year | 92,004 | 920 |
Cash and cash equivalents, end of year | 8,117 | 92,004 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid during period for: Interest paid | 26,799 | |
Cash paid during period for: Income tax paid | ||
NON-CASH FINANCING ACTIVITIES | ||
Fair value of shares issued for settlement of convertible notes and accrued interest-related party | 305,172 | |
Gain on settlement of convertible notes and accrued interest - related party treated as a capital contribution | 100,788 | |
Carrying value of derivative extinguished upon settlement of convertible notes and accrued interest-related party | 350,374 | |
Derivative recorded as discount upon issuance of convertible notes-related party | 150,000 | |
Beneficial conversion feature recorded as discount upon issuance of convertible notes-related party | 40,000 | 5,000 |
Gain on settlement of accrued compensation - related party | $ 1,380,117 |
Nature Of Business And Summary
Nature Of Business And Summary Of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES International Leaders Capital Corporation ("the Company") was organized under the laws of the State of Nevada on May 21, 2009. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. On May 28, 2017, Star Century Entertainment Corporation, a shareholder of the Company, agreed to sell 25,000 shares of the Company’s Series B preferred shares, representing approximately 99% of the voting control of the Company, to ILC Holdings, LLC and the Company experienced a change in control. Cihan Huang is the managing member of ILC Holdings, LLC. On December 1, 2017, ILC Holdings, LLC sold the 25,000 shares of the Company’s Series B Preferred Stock to Cihan Huang. Effective August 2, 2017, the Company’s Board of Directors and a majority of the shareholders of the Company amended the Company’s Articles of Incorporation to (i) change the name of the Company to International Leaders Capital Corporation and (ii) effect a 1-for-50 reverse common stock split. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split. On December 1, 2017, the Company purchased International Leadership Center Holdings Limited (“ILC”) for $2,500. ILC has two subsidiaries, Hong Kong ILC Business Services and Shenzhen Qian Chuang Hui Technology Incubator Limited (“Shenzhen QCH Incubator”). Prior to December 1, 2017, ILC or its subsidiaries did not have any operations and the purchase price of $2,500 was expensed. In April 2018, ILC through its subsidiary Shenzhen QCH Incubator, leased an office space in Shenzhen, Peoples Republic of China (“ PRC”) and purchased some office equipment to be used in future planned operations. As of June 30, 2018, the Company, and ILC and its subsidiaries, have not commenced their planned principal operations and are in the process of setting up a consultancy business. The Company plans to operate as a financial services firm which will provide consulting services for businesses and training programs for general investors. The Company anticipates earning revenues from business training and consulting, and jointly investing in projects and ventures for companies which it consults with. The Company’s administrative headquarters are in Las Vegas, Nevada with planned operations in the PRC. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended June 30, 2018, the Company incurred a net loss of $601,364 and used cash in operating activities of $276,699, and at June 30, 2018, had a stockholders’ deficiency of $676,547. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve profitable operations. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. Over the next 12 months, the Company expects to expend up to approximately $50,000 for legal, accounting and administrative costs. The Company’s officers or principal shareholders have committed to making advances or loans to pay for these legal, accounting, and administrative costs. The Company hopes to be able to attract suitable investors for our business plan, which will not require us to use our cash. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, International Leadership Center Holdings Limited, Hong Kong ILC Business Services Limited and Shenzhen Qian Chuang Hui Technology Incubator Limited. All intercompany transactions and balances have been eliminated in consolidation. ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions by management include, among others, impairment analysis of long-term assets, the valuation allowance for deferred tax assets. the assumptions used in the valuation of derivative liabilities, the assumptions used in valuing share-based instruments issued for services, and the accrual of potential liabilities. Actual results may differ from those estimates. CASH AND CASH EQUIVALENTS Investments with original maturities of three months or less are considered to be cash equivalents. At June 30, 2018, cash and cash equivalents was denominated in the following currencies: $1,878 was denominated in United States Dollars, $1,363 was denominated in Hong Kong dollars, and $4,876 was denominated in Chinese Renminbi $4,876. At June 30, 2017, $92,004 was denominated in United States Dollars. REVENUE Revenue is recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been delivered, and collectability is reasonably assured. For the years ended June 30, 2018 and 2017, the Company did not have any revenue. PROPERTY AND EQUIPMENT Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the consolidated statements of operations. Property and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives: Office furniture and equipment 5 Years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the year ended June 30, 2018, the Company determined there were no indicators of impairment of its property and equipment. DERIVATIVE FINANCIAL INSTRUMENTS The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. INCOME TAXES The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for 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 purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company plans to conduct businesses in Hong Kong and China and plans to file separate tax returns in these jurisdictions that will be subject to examination by foreign tax authorities. LOSS PER SHARE Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. At June 30, 2018 and 2017, we excluded the outstanding common stock equivalents summarized below as their effect would have been anti-dilutive: June 30, 2018 June 30, 2017 Common stock issuable upon conversion of convertible and non-redeemable convertible notes payable 8,262,196 5,378,010 Common stock issuable upon conversion of accrued compensation 149,103 240,821 Total 8,411,299 5,618,831 FOREIGN CURRENCY TRANSLATION The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of the Chinese Renminbi (“RMB”), and Hong Kong Dollars (“HK$”), which is also the respective functional currency of the subsidiaries. In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the six months ended 2018 2017 Period-end RMB : US$1 exchange rate 6.62 6.78 Period-average RMB : US$1 exchange rate 6.38 6.85 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 COMPREHENSIVE INCOME Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s accumulated other comprehensive income will consist of cumulative foreign currency translation adjustments. STOCK-BASED COMPENSATION The Company may periodically issue shares of common stock, stock options, or warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the FASB whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option grants are estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The estimated fair value of certain financial instruments, including cash and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The recorded values of the convertible notes-related parties and non-redeemable convertible note approximates their fair values based upon their effective interest rates. SEGMENTS The Company operates in one segment for its planned consultancy business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements CONCENTRATIONS At June 30, 2018, the Company’s assets include $62,932 of assets that are located in the PRC. At June 30, 2017, there were no assets located in the PRC. ECONOMIC AND POLITICAL RISKS The Company’s planned operations in the PRC will be subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In February 2016, the FASB issued ASU No. 2016-02, Leases. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Accrued Compensation-Related Pa
Accrued Compensation-Related Parties | 12 Months Ended |
Jun. 30, 2018 | |
Compensation Related Costs [Abstract] | |
Accrued Compensation-Related Parties | NOTE 2. ACCRUED COMPENSATION-RELATED PARTIES A summary of accrued compensation-related parties as of June 30, 2018 and 2017 is as follows: June 30, June 30, Accrued compensation, CEO (a) $ 52,000 $ 4,000 Accrued compensation, shareholder/consultant (b) 249,322 251,821 $ 301,322 $ 255,821 (a) Effective June 1, 2017, the Company entered in an employment agreement with its Chief Executive Officer for annual compensation of $24,000. The executive has the option to accept shares of the Company’s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. The option to accept shares of common stock in lieu of cash is accounted for at the fair value of the potentially issuable common shares and is subject to adjustment at each reporting date based on the change in market value of the shares. At June 30, 2017, accrued compensation due to the executive was $4,000. For the year ended June 30, 2018, compensation expense of $48,000 was recorded, including $24,000 accrual of annual compensation and $24,000 accrual for the fair value that could be paid in shares of common stock related to this employment agreement. At June 30, 2018 the accrued compensation due to the executive was $52,000, which if the executive elected to be paid in shares of common stock, would result in the issuance of 27,808 of the Company’s common stock. (b) In April 2017, a consulting agreement was signed between a shareholder/consultant and the Company. Pursuant to this agreement, the Company agreed to pay $7,500 per month in cash for consulting services through December 31, 2017, and month to month thereafter. At June 30, 2017, the accrued compensation under this agreement was $15,000. During the year ended June 30, 2018, compensation of $90,000 was accrued, and $82,500 of the accrued compensation was paid. At June 30, 2018, accrued compensation due to the shareholder/consultant under this agreement was $22,500. At June 30, 2018 and 2017, the Company also owed the shareholder/consultant $226,822 and $236,821, respectively, related to a consulting contract that had terminated in April 2017. Pursuant to the terms of that agreement, the shareholder/consultant has the option to accept shares of the Company’s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. At June 30, 2018, if the shareholder/consultant elected to be paid in shares of common stock, it would result in the issuance of 121,295 shares of the Company’s common stock. Subsequent to June 30, 2018, the shareholder/consultant agreed to settle the amounts owed to him under the both consulting agreements aggregating $249,322 (See Note 10). |
Advances Payable
Advances Payable | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Advances Payable | NOTE 3. ADVANCES PAYABLE The Company from time to time borrows from its principal shareholders, or others, to pay expenses such as filing fees, accounting fees and legal fees. These advances are non-interest bearing, unsecured, and generally due upon demand. At June 30, 2018 and 2017, the Company was obligated for the following advances: June 30, June 30, Advances due to CEO $ 119,865 $ — Advances due to director 6,201 — Advances due to shareholder/consultant 25,000 36,000 Advances due to unrelated parties 54,390 54,390 $ 205,456 $ 90,390 Subsequent to June 30, 2018, the advances due to shareholder of $25,000 and advances due to unrelated parties of $54,390 were settled (See Note 10). |
Convertible Notes-Related Parti
Convertible Notes-Related Parties | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes-Related Parties | NOTE 4. CONVERTIBLE NOTES-RELATED PARTIES A summary of convertible notes payable-related party as of June 30, 2018 and 2017 is as follows: June 30, June 30, Convertible notes payable-related party (a) $ 75,381 $ 216,738 Convertible notes payable-ILC Holdings (b) 40,727 — Unamortized note discounts (35,452 ) (1,781 ) $ 80,656 $ 214,957 (a) Convertible notes-related party are unsecured, accrue interest at 10% per annum, and are due from January 2019 through November 2019. These notes are convertible into shares of the Company’s common stock at a conversion price ranging from of $0.01 per share to $0.10 per share. At June 30, 2017, principal and accrued interest totaled $216,738. During the year ended June 30, 2018, the Company paid $150,000 of principal and interest, and accrued interest of $8,643 was added to principal. At June 30, 2018, principal and accrued interest totaled $75,381. At June 30, 2018 and 2017, these convertible notes-related parties are convertible into 3,325,829 and 4,514,410 shares of common stock, respectively. At June 30, 2017, the unamortized discount on these convertible notes-related parties was $1,781. During the year ended June 30, 2018, $1,781 of discount was amortized and included in interest expense. At June 30, 2018, the unamortized discount on these convertible notes-related parties is $0 Subsequent to June 30, 2018, the convertible notes payable-related party of $75,381 were settled (See Note 10). (b) In April 2018, the Company issued two convertible notes to ILC Holdings, an entity controlled by the Company’s CEO, for $30,000 and $10,000, respectively. The convertible notes were unsecured, accrued interest at 8% per annum, and are due on April 1, 2020 and April 26, 2020, respectively. At June 30, 2018, $727 of accrued interest was added to principal and the total outstanding balance of these notes amounted to $40,727, and is convertible into 4,072,767 shares of common stock. The Company determined that the notes contained a beneficial conversion feature of $40,000 since the market price of the Company’s common stock were higher than the conversion price of the notes when they were issued. The beneficial conversion feature of $40,000 was recorded as debt discount to be amortized over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended June 30, 2018, $4,548 of discount was amortized, and at June 30, 2018, and the unamortized note discount was $35,452. |
Gain On Settlement Of Convertib
Gain On Settlement Of Convertible Notes - Related Party | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Gain on Settlement of Convertible Notes - Related Party | NOTE 5. GAIN ON SETTLEMENT OF CONVERTIBLE NOTES-RELATED PARTY On August 16, 2017 and October 4, 2017, the Company issued two convertible notes to ILC Holdings for $100,000 and $50,000, respectively. Cihan Huang, the CEO and controlling shareholder of the Company, is the managing and controlling member of ILC Holdings. The convertible notes were unsecured, accrued interest at 8% per annum, and were due on August 15, 2018 and October 3, 2018, respectively. Per the terms of each convertible note, ILC Holdings has the option, on or before December 31, 2017, to accept shares of the Company’s common stock in lieu of cash based on dividing (i) the principal balance plus accrued interest by (ii) 50% of the average of the lowest 5 trading days closing bid prices in the 10 trading days immediately preceding any such conversion. The conversion feature results in there being no explicit limit on the number of shares that may be required to be issued and accordingly the Company cannot assert it will have sufficient shares to settle the arrangement. Hence the conversion features were bifurcated and accounted for as derivative liabilities (See Note 7). The Company determined that upon issuance of the convertible note, the initial fair value of the embedded conversion features was $347,436, of which $150,000 was recorded as debt discount offsetting the face amount of the convertible notes, and the balance of $197,436 was recorded as private placement costs. On November 18, 2017, ILC Holdings elected to convert the two notes aggregating $150,000 plus interest of $2,586 (total of $152,586) into 554,859 shares of the Company’s common stock at a conversion price of $0.275 per share. On the date of conversion, the closing price of the Company’s common stock was $0.55 per share, or total fair value of shares of $305,172. The Company followed the general extinguishment model to record the settlement of the debt. The debt and accrued interest of $152,587, an unamortized discount of $97,000, and the bifurcated conversion option derivatives after a final mark-up to $350,373, were removed at their carrying amounts and the shares issued were measured at their fair value of $305,172. The difference of $100,788 was recorded as gain on settlement of debt: For the year ended Carrying amount of debt that was settled 152,587 Carrying amount of unamortized discount on debt that was settled (97,000 ) Carrying amount of embedded derivative extinguished on settlement of debt 350,373 Subtotal 405,959 Fair value of shares issued for settlement of debt (305,172 ) Gain on settlement of debt 100,788 As the convertible notes were issued to ILC Holdings, which is controlled by the CEO and controlling shareholder of the Company, the gain on settlement was recorded as related party capital contribution on the accompanying statement of stockholders’ deficiency for the year ended June 30, 2018. |
Non-Redeemable Convertible Note
Non-Redeemable Convertible Note-Related Party | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Non-Redeemable Convertible Note-Related Party | NOTE 6. NON-REDEEMABLE CONVERTIBLE NOTE-RELATED PARTY Non-redeemable convertible note-related party is secured by all the assets of the Company, accrued interest at 20% per annum through June 30, 2016, and is non-interest bearing thereafter, and is due August 1, 2019. The Company may prepay the note in readily available funds at any time prior to the maturity date. The Company has the right to convert the note into shares of the Company’s common stock at any time prior to the maturity date at a fixed price of $0.05 per share of common stock. At June 30, 2018, principal and accrued interest totaled $43,180, and are convertible into 863,600 shares of common stock. As it is the Company’s choice to convert the note into shares of the Company’s common stock or to pay the note in cash, the note is presented below current liabilities on the accompanying balance sheets. Subsequent to June 30, 2018, the Non-redeemable convertible note and accrued interest were settled (See Note 10). |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Liability | |
Derivative Liability | NOTE 7. DERIVATIVE LIABILITY Under authoritative guidance issued by the FASB debt instruments, which do not have fixed settlement provisions, are deemed to be derivative instruments. The conversion feature of the convertible notes to ILC Holdings (see Note 5) results in there being no explicit limit on the number of shares that may be required to be issued and accordingly the company cannot assert it will have sufficient shares to settle the arrangement. Hence the conversion features were bifurcated and accounted for as derivative liabilities The Company determined that upon issuance of the convertible notes, the initial fair value of the embedded conversion features was $347,436, of which $150,000 was recorded as debt discount and the remainder of $197,436 was recorded as private placement costs. On November 18, 2017, ILC Holdings elected to convert the two notes aggregating $150,000 plus interest of $2,586 into 554,859 shares of the Company’s common stock. Upon conversion, the derivative was re-measured and the resulting fair value of $350,373 was recorded as part of the gain on settlement of debt (See Note 5). The derivative liability was valued at the following dates using a probability weighted Black-Scholes-Merton model with the following assumptions: November 18, (settlement) October 4, (issuance) August 16, (issuance) Risk free interest rate 1.08 % 1.08 % 1.08 % Expected volatility 520 % 223 % 282 % Dividend yield 0 % 0 % 0 % Expected life 0.12 years 0.24 years 0.38 years The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company used its own historical stock volatility as the estimated volatility. The expected life of the conversion feature of the notes was based on the remaining contractual terms of the financial instruments. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficiency | NOTE 8. STOCKHOLDERS' DEFICIENCY Increase in Authorized Shares Effective June 29, 2018, the Company increased authorized shares from 300,000,000 shares to 800,000,000 shares. The capital stock of the Company is divided into two classes: (1) Common Stock in the amount of 750,000,000 shares, having par value of $0.001 each, and (2) Preferred Stock in the amount of 50,000,000 shares, having par value of $0.01 each. Series B Preferred stock The holders of Series B Preferred stock are entitled to vote together with the holders of common stock, as a single class, upon all matters submitted to holders of common stock for a vote. Each share of Series B Preferred Stock has the voting power of 5,000 shares of common stock. The Series B Preferred stock is not convertible into common stock. In the event of any liquidation, dissolution or winding up of the Company, Series B Preferred stock shall have a liquidation preference to the common stock in the amount of par value per share. During the year ended June 30, 2017, Star Century Entertainment Corporation agreed to sell 25,000 shares of the Company’s Series B preferred shares to ILC Holding, an unrelated third party (see Note 1). On December 1, 2017, ILC Holdings sold the 25,000 shares of the Company’s Series B Preferred Stock to Cihan Huang, the Chief Executive Officer of the Company, and controlling member of ILC Holdings. Common stock On November 18, 2017, the Company issued 181,818 shares of common stock to ILC Holdings for cash proceeds of $50,000 ($0.275 per share). Cihan Huang, the CEO of the Company, is the managing member of ILC Holdings. The closing price of the Company shares of common stock on November 18, 2017 was $0.55 per share. Pursuant to generally accepted accounting principles related to share-based payment arrangements with employees, the Company recorded compensation costs of $50,000 to account for the difference between the purchase price $0.275 per share and the closing price of $0.55 per share on the issuance of the 181,818 shares. On November 18, 2017, the Company issued 554,859 shares of common stock to ILC Holdings to settle convertible notes and accrued interest (See Note 5). During the year ended June 30, 2017, the Company issued 200,000 shares of common stock for cash proceeds of $100,000. Additional paid-in capital At December 31, 2016, accrued compensation due to the three former executives totaled $1,380,117. Effective December 31, 2016, the three former executives agreed to forgive the $1,380,117, and to also terminate their employment agreements. Accordingly, at June 30, 2017, the total due to the three former executives for accrued compensation was zero. The Company determined that based on the related party nature of the settlement, the gain on settlement of accrued compensation of $1,380,117 was treated as a capital contribution and recorded as a credit to additional paid-in capital. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9. INCOME TAXES On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various states will conform to the newly enacted federal tax law. The Company had no income tax expense due to operating loss incurred for the years ended June 30, 2018 and 2017. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at June 30, 2018 and 2017 are comprised of the following: Year Ended Year Ended Deferred tax assets: Share-based compensation 73,775 86,979 Net-operating loss carryforward $ 539,114 $ 773,688 Total deferred tax assets 612,889 860,667 Valuation allowance (612,889 ) (860,667 ) Deferred tax assets, net of allowance $ — $ — Year Ended Year Ended Federal Current $ — $ — Deferred 61,249 272,299 State Current — — Deferred — — Change in valuation allowance (61,249 ) (272,299 ) Income tax provision $ — $ — During the ended June 30, 2018, the deferred tax asset was decreased by approximately $296,000 for the reduction in the enacted U.S Federal corporate tax rate to 21% in 2018. At June 30, 2018, the Company had net operating loss carry forwards for federal tax purposes of approximately $2.5 million which expires in years 2030 through 2038. It appears that the Company had generated net operating losses, since 2010, which the Company’s preliminary analysis indicates would be subject to significant limitations pursuant to Internal Revenue Code Section 382. Management of the Company has recorded a full valuation reserve; since it is more likely than not that no benefit will be realized for the deferred tax assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. The Company has provided a valuation allowance for the full amount of the deferred tax assets at June 30, 2018. The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: Year Ended Year Ended Statutory Federal Income Tax Rate 28 % 35 % Nontaxable permanent differences 31 % 27 % Change in valuation allowance (59 %) (62 %) Income tax provision $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS In July 2018 and August 2018, the Company issued 247,000,000 shares of common stock for cash proceeds of $247,000 ($0.001 per share). 66,802,163 shares of common stock were issued to the Company’s CEO, 33,992,000 were issued to the Company’s COO, 72,500,000 shares of common stock were issued to 7 individuals other than the Company’s CEO that are members of ILC Holdings, LLC, and 73,705,837 shares of common stock were issued to 90 other individuals. The Company is currently analyzing the accounting for these transactions. On August 15, 2018, the Company issued 75,000 shares of common stock for services. At June 30, 2018 the Company owed $137,790 to various unrelated parties, made up of accounts payable of $83,400, and advances payable to unrelated parties of $54,390. Subsequent to June 30, 2018, the Company settled the total liabilities of $137,790 for cash payments of $106,000. The resulting gain of $31,790 will be recorded as a gain on settlement of debt. At June 30, 2018 the Company owed $392,883 to a related party stockholder/consultant, made up of accrued consulting fees of $249,322, convertible notes and accrued interest payable of $75,381, non-redeemable note and accrued interest payable of $43,180, and advances due of $25,000. Subsequent to June 30, 2018, the Company settled the total liabilities of $392,883 for a cash payment of $126,322. The resulting gain on settlement of debt-related party of $266,561 will be recorded as a capital contribution. |
Nature Of Business And Summar17
Nature Of Business And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Nature Of Business And Summary Of Significant Accounting Policies | |
Going Concern | GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended June 30, 2018, the Company incurred a net loss of $601,364 and used cash in operating activities of $276,699, and at June 30, 2018, had a stockholders’ deficiency of $676,547. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the consolidated financial statements are issued. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve profitable operations. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. Over the next 12 months, the Company expects to expend up to approximately $50,000 for legal, accounting and administrative costs. The Company’s officers or principal shareholders have committed to making advances or loans to pay for these legal, accounting, and administrative costs. The Company hopes to be able to attract suitable investors for our business plan, which will not require us to use our cash. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing. |
Principles of Consolidation | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, International Leadership Center Holdings Limited, Hong Kong ILC Business Services Limited and Shenzhen Qian Chuang Hui Technology Incubator Limited. All intercompany transactions and balances have been eliminated in consolidation. |
Estimates | ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions by management include, among others, impairment analysis of long-term assets, the valuation allowance for deferred tax assets. the assumptions used in the valuation of derivative liabilities, the assumptions used in valuing share-based instruments issued for services, and the accrual of potential liabilities. Actual results may differ from those estimates. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS Investments with original maturities of three months or less are considered to be cash equivalents. At June 30, 2018, cash and cash equivalents was denominated in the following currencies: $1,878 was denominated in United States Dollars, $1,363 was denominated in Hong Kong dollars, and $4,876 was denominated in Chinese Renminbi $4,876. At June 30, 2017, $92,004 was denominated in United States Dollars. |
Revenue | REVENUE Revenue is recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been delivered, and collectability is reasonably assured. For the years ended June 30, 2018 and 2017, the Company did not have any revenue. |
Property and Equipment | PROPERTY AND EQUIPMENT Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Betterments, renewals, and extraordinary repairs that extend the life of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation applicable to retired assets are removed from the Company’s accounts, and the gain or loss on dispositions, if any, is recognized in the consolidated statements of operations. Property and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives: Office furniture and equipment 5 Years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the year ended June 30, 2018, the Company determined there were no indicators of impairment of its property and equipment. |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Income Taxes | INCOME TAXES The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for 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 purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company plans to conduct businesses in Hong Kong and China and plans to file separate tax returns in these jurisdictions that will be subject to examination by foreign tax authorities. |
Loss Per Share | LOSS PER SHARE Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. At June 30, 2018 and 2017, we excluded the outstanding common stock equivalents summarized below as their effect would have been anti-dilutive: June 30, 2018 June 30, 2017 Common stock issuable upon conversion of convertible and non-redeemable convertible notes payable 8,262,196 5,378,010 Common stock issuable upon conversion of accrued compensation 149,103 240,821 Total 8,411,299 5,618,831 |
Foreign Currency Translation | FOREIGN CURRENCY TRANSLATION The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiaries maintain their books and records in their respective local currency, which consists of the Chinese Renminbi (“RMB”), and Hong Kong Dollars (“HK$”), which is also the respective functional currency of the subsidiaries. In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within stockholders’ equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the six months ended 2018 2017 Period-end RMB : US$1 exchange rate 6.62 6.78 Period-average RMB : US$1 exchange rate 6.38 6.85 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 |
Comprehensive Income | COMPREHENSIVE INCOME Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s accumulated other comprehensive income will consist of cumulative foreign currency translation adjustments. |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company may periodically issue shares of common stock, stock options, or warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the FASB whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option grants are estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The estimated fair value of certain financial instruments, including cash and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The recorded values of the convertible notes-related parties and non-redeemable convertible note approximates their fair values based upon their effective interest rates. |
Segments | SEGMENTS The Company operates in one segment for its planned consultancy business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements |
Concentrations | CONCENTRATIONS At June 30, 2018, the Company’s assets include $62,932 of assets that are located in the PRC. At June 30, 2017, there were no assets located in the PRC. |
Economic and Political Risk | ECONOMIC AND POLITICAL RISKS The Company’s planned operations in the PRC will be subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In February 2016, the FASB issued ASU No. 2016-02, Leases. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Nature Of Business And Summar18
Nature Of Business And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share | At June 30, 2018 and 2017, we excluded the outstanding common stock equivalents summarized below as their effect would have been anti-dilutive: June 30, 2018 June 30, 2017 Common stock issuable upon conversion of convertible and non-redeemable convertible notes payable 8,262,196 5,378,010 Common stock issuable upon conversion of accrued compensation 149,103 240,821 Total 8,411,299 5,618,831 |
Schedule of Translation of Amounts from the Local Currencies | Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: As of and for the six months ended 2018 2017 Period-end RMB : US$1 exchange rate 6.62 6.78 Period-average RMB : US$1 exchange rate 6.38 6.85 Period-end / average HK$ : US$1 exchange rate 7.75 7.75 |
Accrued Compensation-Related 19
Accrued Compensation-Related Parties (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accrued Compensation-related Parties | |
Summary of Accrued Compensation-Related Parties | A summary of accrued compensation-related parties as of June 30, 2018 and 2017 is as follows: June 30, June 30, Accrued compensation, CEO (a) $ 52,000 $ 4,000 Accrued compensation, shareholder/consultant (b) 249,322 251,821 $ 301,322 $ 255,821 (a) Effective June 1, 2017, the Company entered in an employment agreement with its Chief Executive Officer for annual compensation of $24,000. The executive has the option to accept shares of the Company’s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. The option to accept shares of common stock in lieu of cash is accounted for at the fair value of the potentially issuable common shares and is subject to adjustment at each reporting date based on the change in market value of the shares. At June 30, 2017, accrued compensation due to the executive was $4,000. For the year ended June 30, 2018, compensation expense of $48,000 was recorded, including $24,000 accrual of annual compensation and $24,000 accrual for the fair value that could be paid in shares of common stock related to this employment agreement. At June 30, 2018 the accrued compensation due to the executive was $52,000, which if the executive elected to be paid in shares of common stock, would result in the issuance of 27,808 of the Company’s common stock. (b) In April 2017, a consulting agreement was signed between a shareholder/consultant and the Company. Pursuant to this agreement, the Company agreed to pay $7,500 per month in cash for consulting services through December 31, 2017, and month to month thereafter. At June 30, 2017, the accrued compensation under this agreement was $15,000. During the year ended June 30, 2018, compensation of $90,000 was accrued, and $82,500 of the accrued compensation was paid. At June 30, 2018, accrued compensation due to the shareholder/consultant under this agreement was $22,500. At June 30, 2018 and 2017, the Company also owed the shareholder/consultant $226,822 and $236,821, respectively, related to a consulting contract that had terminated in April 2017. Pursuant to the terms of that agreement, the shareholder/consultant has the option to accept shares of the Company’s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. At June 30, 2018, if the shareholder/consultant elected to be paid in shares of common stock, it would result in the issuance of 121,295 shares of the Company’s common stock. Subsequent to June 30, 2018, the shareholder/consultant agreed to settle the amounts owed to him under the both consulting agreements aggregating $249,322 (See Note 10). |
Advances Payable (Tables)
Advances Payable (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Advances Payable | At June 30, 2018 and 2017, the Company was obligated for the following advances: June 30, June 30, Advances due to CEO $ 119,865 $ — Advances due to director 6,201 — Advances due to shareholder/consultant 25,000 36,000 Advances due to unrelated parties 54,390 54,390 $ 205,456 $ 90,390 |
Convertible Notes-Related Par21
Convertible Notes-Related Parties (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Convertible Notes-related Parties | |
Summary of Convertible Notes Payable - Related Party | A summary of convertible notes payable-related party as of June 30, 2018 and 2017 is as follows: June 30, June 30, Convertible notes payable-related party (a) $ 75,381 $ 216,738 Convertible notes payable-ILC Holdings (b) 40,727 — Unamortized note discounts (35,452 ) (1,781 ) $ 80,656 $ 214,957 (a) Convertible notes-related party are unsecured, accrue interest at 10% per annum, and are due from January 2019 through November 2019. These notes are convertible into shares of the Company’s common stock at a conversion price ranging from of $0.01 per share to $0.10 per share. At June 30, 2017, principal and accrued interest totaled $216,738. During the year ended June 30, 2018, the Company paid $150,000 of principal and interest, and accrued interest of $8,643 was added to principal. At June 30, 2018, principal and accrued interest totaled $75,381. At June 30, 2018 and 2017, these convertible notes-related parties are convertible into 3,325,829 and 4,514,410 shares of common stock, respectively. At June 30, 2017, the unamortized discount on these convertible notes-related parties was $1,781. During the year ended June 30, 2018, $1,781 of discount was amortized and included in interest expense. At June 30, 2018, the unamortized discount on these convertible notes-related parties is $0 Subsequent to June 30, 2018, the convertible notes payable-related party of $75,381 were settled (See Note 10). (b) In April 2018, the Company issued two convertible notes to ILC Holdings, an entity controlled by the Company’s CEO, for $30,000 and $10,000, respectively. The convertible notes were unsecured, accrued interest at 8% per annum, and are due on April 1, 2020 and April 26, 2020, respectively. At June 30, 2018, $727 of accrued interest was added to principal and the total outstanding balance of these notes amounted to $40,727, and is convertible into 4,072,767 shares of common stock. The Company determined that the notes contained a beneficial conversion feature of $40,000 since the market price of the Company’s common stock were higher than the conversion price of the notes when they were issued. The beneficial conversion feature of $40,000 was recorded as debt discount to be amortized over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended June 30, 2018, $4,548 of discount was amortized, and at June 30, 2018, and the unamortized note discount was $35,452. |
Gain On Settlement Of Convert22
Gain On Settlement Of Convertible Notes-Related Party (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Gain On Settlement Of Convertible Notes-related Party | |
Summary of Gain on Settlement of Debt | The difference of $100,788 was recorded as gain on settlement of debt: For the year ended Carrying amount of debt that was settled 152,587 Carrying amount of unamortized discount on debt that was settled (97,000 ) Carrying amount of embedded derivative extinguished on settlement of debt 350,373 Subtotal 405,959 Fair value of shares issued for settlement of debt (305,172 ) Gain on settlement of debt 100,788 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Convertible Note Derivative Liability Tables Abstract | |
Schedule of Assumptions Used in Valuation of Derivative Liability | The derivative liability was valued at the following dates using a probability weighted Black-Scholes-Merton model with the following assumptions: November 18, (settlement) October 4, (issuance) August 16, (issuance) Risk free interest rate 1.08 % 1.08 % 1.08 % Expected volatility 520 % 223 % 282 % Dividend yield 0 % 0 % 0 % Expected life 0.12 years 0.24 years 0.38 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Income Taxes Tables Abstract | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at June 30, 2018 and 2017 are comprised of the following: Year Ended Year Ended Deferred tax assets: Share-based compensation 73,775 86,979 Net-operating loss carryforward $ 539,114 $ 773,688 Total deferred tax assets 612,889 860,667 Valuation allowance (612,889 ) (860,667 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provisions | Year Ended Year Ended Federal Current $ — $ — Deferred 61,249 272,299 State Current — — Deferred — — Change in valuation allowance (61,249 ) (272,299 ) Income tax provision $ — $ — |
Schedule of Reconciliation of Tax Rate for Expected Tax Expense (Benefit) | The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: Year Ended Year Ended Statutory Federal Income Tax Rate 28 % 35 % Nontaxable permanent differences 31 % 27 % Change in valuation allowance (59 %) (62 %) Income tax provision $ — $ — |
Nature Of Business And Summar25
Nature Of Business And Summary Of Significant Accounting Policies (Loss Per Share) (Details) - shares | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 8,411,299 | 5,618,831 |
Common Stock Issuable Upon Conversion Of Convertible And Non-Redeemable Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 8,262,196 | 5,378,010 |
Common Stock Issuable Upon Conversion Of Accrued Compensation [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 149,103 | 240,821 |
Nature Of Business And Summar26
Nature Of Business And Summary Of Significant Accounting Policies (Foreign Currency Translation) (Details) | Jun. 30, 2018¥ / $$ / $ | Jun. 30, 2017¥ / $$ / $ |
RMB [Member] | ||
Period-end / average RMB/HK : US$1 exchange rate | 6.62 | 6.78 |
Period-average RMB : US$1 exchange rate | 6.38 | 6.85 |
HKD [Member] | ||
Period-end / average RMB/HK : US$1 exchange rate | $ / $ | 7.75 | 7.75 |
Accrued Compensation-Related 27
Accrued Compensation-Related Parties (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | |
Accrued compensation | $ 301,322 | $ 255,821 | |
Employment Agreement With A Chief Executive Officer [Member] | |||
Accrued compensation | [1] | 52,000 | 4,000 |
Consulting Agreement With A Shareholder / Consultant [Member] | |||
Accrued compensation | [2] | $ 249,322 | $ 251,821 |
[1] | Effective June 1, 2017, the Company entered in an employment agreement with its Chief Executive Officer for annual compensation of $24,000. The executive has the option to accept shares of the Company?s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. The option to accept shares of common stock in lieu of cash is accounted for at the fair value of the potentially issuable common shares and is subject to adjustment at each reporting date based on the change in market value of the shares. At June 30, 2017, accrued compensation due to the executive was $4,000. For the year ended June 30, 2018, compensation expense of $48,000 was recorded, including $24,000 accrual of annual compensation and $24,000 accrual for the fair value that could be paid in shares of common stock related to this employment agreement. At June 30, 2018 the accrued compensation due to the executive was $52,000, which if the executive elected to be paid in shares of common stock, would result in the issuance of 27,808 of the Company?s common stock. | ||
[2] | In April 2017, a consulting agreement was signed between a shareholder/consultant and the Company. Pursuant to this agreement, the Company agreed to pay $7,500 per month in cash for consulting services through December 31, 2017, and month to month thereafter. At June 30, 2017, the accrued compensation under this agreement was $15,000. During the year ended June 30, 2018, compensation of $90,000 was accrued, and $82,500 of the accrued compensation was paid. At June 30, 2018, accrued compensation due to the shareholder/consultant under this agreement was $22,500.At June 30, 2018 and 2017, the Company also owed the shareholder/consultant $226,822 and $236,821, respectively, related to a consulting contract that had terminated in April 2017. Pursuant to the terms of that agreement, the shareholder/consultant has the option to accept shares of the Company's common stock in lieu of cash based on a 50% discount to the average stock price, as defined. At June 30, 2018, if the shareholder/consultant elected to be paid in shares of common stock, it would result in the issuance of 121,295 shares of the Company's common stock. Subsequent to June 30, 2018, the shareholder/consultant agreed to settle the amounts owed to him under the both consulting agreements aggregating $249,322 (See Note 10). |
Accrued Compensation-Related 28
Accrued Compensation-Related Parties (Details) (Parenthetical) - USD ($) | Jun. 01, 2017 | Apr. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Related Party Transaction [Line Items] | ||||
Increase/(decrease) in compensation-related party | $ 45,501 | $ 717,873 | ||
Employment Agreement With A Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party agreement description | Effective June 1, 2017, the Company entered in an employment agreement with its Chief Executive Officer for annual compensation of $24,000. The executive has the option to accept shares of the Company’s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. | |||
Accrued compensation-related party | 52,000 | 4,000 | ||
Compensation expenses | 48,000 | |||
Cash compensation accrual included in compensation expense | 24,000 | |||
Fair value of common shares included in compensation expense | $ 24,000 | |||
Shares to be issued if elected to foreclose the accrued compensation | 27,808 | |||
Consulting Agreement With A Shareholder / Consultant Dated April 2017 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party agreement description | In April 2017, a consulting agreement was signed between a shareholder/consultant and the Company. Pursuant to this agreement, the Company agreed to pay $7,500 per month in cash for consulting services through December 31, 2017, and month to month thereafter. | |||
Accrued compensation-related party | $ 22,500 | 15,000 | ||
Increase/(decrease) in compensation-related party | 90,000 | |||
Payment of accrued compensation | $ 82,500 | |||
Consulting Agreement With A Shareholder / Consultant Terminated In April 2017 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party agreement description | Pursuant to the terms of that agreement, the shareholder consultant has the option to accept shares of the Company’s common stock in lieu of cash based on a 50% discount to the average stock price, as defined. | |||
Accrued compensation-related party | $ 226,822 | $ 236,821 | ||
Consulting Agreement With A Shareholder / Consultant [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued compensation-related party | $ 249,322 | |||
Shares to be issued if elected to foreclose the accrued compensation | 121,295 |
Advances Payable (Details)
Advances Payable (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Short-term Debt [Line Items] | ||
Advances due | $ 205,456 | $ 90,390 |
Advances [Member] | ||
Short-term Debt [Line Items] | ||
Advances due | 205,456 | 90,390 |
Advances [Member] | Unrelated Parties [Member] | ||
Short-term Debt [Line Items] | ||
Advances due | 54,390 | 54,390 |
Advances [Member] | CEO [Member] | ||
Short-term Debt [Line Items] | ||
Advances due | 119,865 | |
Advances [Member] | Director [Member] | ||
Short-term Debt [Line Items] | ||
Advances due | 6,201 | |
Advances [Member] | Shareholder / Consultant [Member] | ||
Short-term Debt [Line Items] | ||
Advances due | $ 25,000 | $ 36,000 |
Convertible Notes-Related Par30
Convertible Notes-Related Parties (Details) - USD ($) | Jun. 30, 2018 | Apr. 30, 2018 | Oct. 04, 2017 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | |||||
Unamortized note discounts | $ 35,452 | $ 1,781 | |||
Total convertible notes-related party | 80,656 | 214,957 | |||
Convertible Notes Payable [Member] | Related Party [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible notes payable | [1] | 75,381 | 216,738 | ||
Unamortized note discounts | 0 | 1,781 | |||
Convertible Notes Payable [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible notes payable | [2] | 40,727 | |||
Unamortized note discounts | $ 35,452 | $ 40,000 | $ 150,000 | ||
[1] | Convertible notes-related party are unsecured, accrue interest at 10% per annum, and are due from January 2019 through November 2019. These notes are convertible into shares of the Company's common stock at a conversion price ranging from of $0.01 per share to $0.10 per share. At June 30, 2017, principal and accrued interest totaled $216,738. During the year ended June 30, 2018, the Company paid $150,000 of principal and interest, and accrued interest of $8,643 was added to principal. At June 30, 2018, principal and accrued interest totaled $75,381. At June 30, 2018 and 2017, these convertible notes-related parties are convertible into 3,325,829 and 4,514,410 shares of common stock, respectively. At June 30, 2017, the unamortized discount on these convertible notes-related parties was $1,781. During the year ended June 30, 2018, $1,781 of discount was amortized and included in interest expense. At June 30, 2018, the unamortized discount on these convertible notes-related parties is $0. Subsequent to June 30, 2018, the convertible notes payable-related party of $75,381 were settled (See Note 10). | ||||
[2] | In April 2018, the Company issued two convertible notes to ILC Holdings, an entity controlled by the Company's CEO, for $30,000 and $10,000, respectively. The convertible notes were unsecured, accrued interest at 8% per annum, and are due on April 1, 2020 and April 26, 2020, respectively. At June 30, 2018, $727 of accrued interest was added to principal and the total outstanding balance of these notes amounted to $40,727, and is convertible into 4,072,767 shares of common stock. The Company determined that the notes contained a beneficial conversion feature of $40,000 since the market price of the Company's common stock were higher than the conversion price of the notes when they were issued. The beneficial conversion feature of $40,000 was recorded as debt discount to be amortized over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended June 30, 2018, $4,548 of discount was amortized, and at June 30, 2018, and the unamortized note discount was $35,452. |
Convertible Notes-Related Par31
Convertible Notes-Related Parties (Details) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Sep. 28, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Nov. 18, 2017 | Oct. 04, 2017 | |
Debt Instrument [Line Items] | ||||||
Payment made on convertible notes - related parties | $ 150,000 | |||||
Unamortized discount | 35,452 | 1,781 | ||||
Amortization of debt discount to interest expenses | $ 59,329 | $ 38,161 | ||||
Convertible Notes Payable [Member] | Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt description | Convertible notes-related party are unsecured | |||||
Note interest rate | 10.00% | |||||
Note maturity date description | Due from January 2019 through November 2019. | |||||
Convertible Notes Payable [Member] | Minimum [Member] | Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ 0.01 | |||||
Convertible Notes Payable [Member] | Maximum [Member] | Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ 0.10 | |||||
Convertible Notes Payable [Member] | Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt description | Convertible notes-related party are unsecured | |||||
Note interest rate | 10.00% | |||||
Note maturity date description | Due from January 2019 through November 2019. | |||||
Principal and accrued interest due | $ 75,381 | $ 216,738 | ||||
Payment made on convertible notes - related parties | $ 75,381 | 150,000 | ||||
Accrued interest added to principal portion | 8,643 | |||||
Unamortized discount | 0 | $ 1,781 | ||||
Convertible Notes Payable [Member] | Related Party [Member] | Interest Expense [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt discount to interest expenses | $ 1,781 | |||||
Convertible Notes Payable [Member] | Related Party [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Shares eligible for converting the note and interest | 3,325,829 | 4,514,410 | ||||
Convertible Notes Payable [Member] | Related Party [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ 0.01 | |||||
Convertible Notes Payable [Member] | Related Party [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ 0.10 | |||||
Convertible Notes Payable [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal and accrued interest due | $ 40,727 | |||||
Accrued interest added to principal portion | $ 727 | |||||
Shares eligible for converting the note and interest | 4,072,767 | |||||
Unamortized discount | $ 40,000 | $ 35,452 | $ 150,000 | |||
Amortization of debt discount to interest expenses | $ 4,548 | |||||
Convertible notes payable beneficial conversion feature | $ 40,000 | |||||
Convertible Notes Payable [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ 0.275 | |||||
Convertible Notes Payable Issued In April 2018 [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Note interest rate | 8.00% | |||||
Convertible notes - related parties face value | $ 30,000 | |||||
Note maturity date | Apr. 1, 2020 | |||||
Convertible Notes Payable Issued In April 2018 [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Note interest rate | 8.00% | |||||
Convertible notes - related parties face value | $ 10,000 | |||||
Note maturity date | Apr. 26, 2020 |
Gain On Settlement Of Convert32
Gain On Settlement Of Convertible Notes-Related Party (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Short-term Debt [Line Items] | ||
Carrying amount of embedded derivative extinguished on settlement of debt | $ 350,374 | |
Fair value of shares issued for settlement of debt | 305,172 | |
Gain on settlement of debt | $ 1,380,117 | |
Convertible Notes Payable [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | ||
Short-term Debt [Line Items] | ||
Carrying amount of debt that was settled | 152,587 | |
Carrying amount of unamortized discount on debt that was settled | (97,000) | |
Carrying amount of embedded derivative extinguished on settlement of debt | 350,373 | |
Subtotal | 405,959 | |
Fair value of shares issued for settlement of debt | (305,172) | |
Gain on settlement of debt | $ 100,788 |
Derivative Liability (Details)
Derivative Liability (Details) | Nov. 18, 2017 | Oct. 04, 2017 | Aug. 16, 2017 |
Derivative Liability - Settlement [Member] | |||
Assumptions Used in Valuation of Derivative Liability - Probability Weighted Black-Scholes-Merton Model: | |||
Risk free interest rate | 1.08% | ||
Expected volatility | 520.00% | ||
Dividend yield | 0.00% | ||
Expected life | 1 month 13 days | ||
Derivative Liability - Issuance [Member] | |||
Assumptions Used in Valuation of Derivative Liability - Probability Weighted Black-Scholes-Merton Model: | |||
Risk free interest rate | 1.08% | 1.08% | |
Expected volatility | 223.00% | 282.00% | |
Dividend yield | 0.00% | 0.00% | |
Expected life | 2 months 26 days | 4 months 17 days |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets: | ||
Share-based compensation | $ 73,775 | $ 86,979 |
Net-operating loss carry forward | 539,114 | 773,688 |
Total deferred tax assets | 612,889 | 860,667 |
Valuation allowance | 612,889 | 860,667 |
Deferred tax assets, net of allowance |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Tax Provisions) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Federal | ||
Current | ||
Deferred | 61,249 | 272,299 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | (61,249) | (272,299) |
Income tax provision |
Income Taxes (Schedule Of Recon
Income Taxes (Schedule Of Reconciliation Of Tax Rate For Expected Tax Expense (Benefit)) (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes Schedule Of Reconciliation Of Tax Rate For Expected Tax Expense Benefit | |||
Statutory Federal Income Tax Rate | 21.00% | 28.00% | 35.00% |
Nontaxable permanent differences | 31.00% | 27.00% | |
Change in valuation allowance | (59.00%) | (62.00%) | |
Income tax provision |
Nature Of Business And Summar37
Nature Of Business And Summary Of Significant Accounting Policies (Narrative) (Details) | Dec. 01, 2017USD ($) | Aug. 02, 2017 | May 28, 2017 | Jun. 30, 2018USD ($) | Jun. 30, 2018CNY (¥) | Jun. 30, 2018HKD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Cash and cash equivalents | $ 8,117 | $ 92,004 | $ 920 | |||||
Asset | 77,173 | 101,171 | ||||||
Peoples Republic Of China - "PRC" [Member] | ||||||||
Asset | $ 62,932 | $ 0 | ||||||
Office Furniture And Equipment [Member] | ||||||||
Property and equipment method of depreciation | Straight-line method | |||||||
Estimated useful lives of property and equipment | 5 years | |||||||
United States Dollars | ||||||||
Cash and cash equivalents | $ 1,878 | |||||||
HKD [Member] | ||||||||
Cash and cash equivalents | $ 1,363 | |||||||
RMB [Member] | ||||||||
Cash and cash equivalents | ¥ | ¥ 4,876 | |||||||
International Leadership Center Holdings Limited (BVI ILC) [Member] | ||||||||
Purchase price to acquire BVI ILC | $ 2,500 | |||||||
Common Stock [Member] | ||||||||
Reverse stock split | 1-for-50 | |||||||
Star Century Entertainment Corporation - Shareholder Of The Company [Member] | Series B Preferred Stock [Member] | ||||||||
Description of sale of shares to ILC Holdings, LLC, an unrelated third party | On May 28, 2017, Star Century Entertainment Corporation, a shareholder of the Company, agreed to sell 25,000 shares of the Company’s Series B preferred shares, representing approximately 99% of the voting control of the Company, to ILC Holdings, LLC and the Company experienced a change in control. Cihan Huang is the managing member of ILC Holdings, LLC. On December 1, 2017, ILC Holdings, LLC sold the 25,000 shares of the Company’s Series B Preferred Stock to Cihan Huang. |
Nature Of Business And Summar38
Nature Of Business And Summary Of Significant Accounting Policies HKD (Narrative) (Details) | Jun. 30, 2018USD ($) | Jun. 30, 2018HKD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Cash and cash equivalents | $ 8,117 | $ 92,004 | $ 920 | |
HKD [Member] | ||||
Cash and cash equivalents | $ 1,363 |
Nature Of Business And Summar39
Nature Of Business And Summary Of Significant Accounting Policies RMB (Narrative) (Details) | Jun. 30, 2018USD ($) | Jun. 30, 2018CNY (¥) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Cash and cash equivalents | $ | $ 8,117 | $ 92,004 | $ 920 | |
RMB [Member] | ||||
Cash and cash equivalents | ¥ | ¥ 4,876 |
Advances Payable (Narrative) (D
Advances Payable (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Advances [Member] | |
Advances description | These advances are non-interest bearing, unsecured, and generally due upon demand. |
Gain On Settlement Of Convert41
Gain On Settlement Of Convertible Notes - Related Party (Narrative) (Details) - USD ($) | Nov. 18, 2017 | Oct. 04, 2017 | Aug. 16, 2017 | Oct. 04, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 30, 2018 |
Related Party Transaction [Line Items] | |||||||
Debt discount | $ 35,452 | $ 1,781 | |||||
Private placement cost | 197,436 | ||||||
ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Closing price of company's common stock per share | $ 0.55 | ||||||
Convertible Notes Payable Dated August 16, 2017 [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes - related parties face value | $ 100,000 | ||||||
Note interest rate | 8.00% | ||||||
Note maturity date | Aug. 15, 2018 | ||||||
Debt conversion terms | Per the terms of each convertible note, ILC Holdings has the option, on or before December 31, 2017, to accept shares of the Company’s common stock in lieu of cash based on dividing (i) the principal balance plus accrued interest by (ii) 50% of the average of the lowest 5 trading days closing bid prices in the 10 trading days immediately preceding any such conversion. | ||||||
Convertible Notes Payable Dated October 4, 2017 [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes - related parties face value | $ 50,000 | $ 50,000 | |||||
Note interest rate | 8.00% | ||||||
Note maturity date | Oct. 3, 2018 | ||||||
Debt conversion terms | Per the terms of each convertible note, ILC Holdings has the option, on or before December 31, 2017, to accept shares of the Company’s common stock in lieu of cash based on dividing (i) the principal balance plus accrued interest by (ii) 50% of the average of the lowest 5 trading days closing bid prices in the 10 trading days immediately preceding any such conversion. | ||||||
Convertible Notes Payable [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Fair value of embedded conversion features | $ 347,436 | 347,436 | |||||
Debt discount | $ 150,000 | 150,000 | 35,452 | $ 40,000 | |||
Private placement cost | $ 197,436 | ||||||
Convertible notes converted into shares, value | $ 405,959 | ||||||
Convertible Notes Payable [Member] | ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes converted into shares, shares | 554,859 | ||||||
Convertible notes converted into shares, value | $ 152,586 | ||||||
Principal portion converted into shares, value | 150,000 | ||||||
Accrued interest portion converted into shares, value | $ 2,586 | ||||||
Conversion price per share | $ 0.275 | ||||||
Closing price of company's common stock per share | $ 0.55 | ||||||
Total closing fair value of shares on the date of conversion | $ 305,172 |
Non-Redeemable Convertible No42
Non-Redeemable Convertible Note-Related Party (Narrative) (Details) - Non Redeemable Convertible Note [Member] - Related Party [Member] | 12 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | |
Note interest rate | 20.00% |
Note description | Non-redeemable convertible note-related party is secured by all the assets of the Company, accrued interest at 20% per annum through June 30, 2016, and is non-interest bearing thereafter, and is due August 1, 2019. |
Note maturity date | Aug. 1, 2019 |
Debt instrument redemption description | The Company may prepay the note in readily available funds at any time prior to the maturity date. |
Conversion price per share | $ / shares | $ 0.05 |
Principal and accrued interest due | $ | $ 43,180 |
Shares eligible for converting the note and interest | shares | 863,600 |
Stockholders' Deficiency (Narra
Stockholders' Deficiency (Narrative) (Details) - USD ($) | Nov. 18, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 28, 2018 |
Authorized capital stock | 800,000,000 | 300,000,000 | |||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | |||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 48,900,000 | 48,900,000 | 48,900,000 | 50,000,000 | |||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Proceeds from issuance of common stock | $ 50,000 | ||||||
Share based compensation | 50,000 | ||||||
Accrued compensation | $ 255,821 | 301,322 | 255,821 | ||||
Gain on settlement of accrued compensation treated as capital contribution | 1,380,117 | ||||||
Three Former Executives [Member] | |||||||
Accrued compensation | $ 1,380,117 | 0 | $ 0 | ||||
Debt instrument forgiveness | $ 1,380,117 | ||||||
Common Stock [Member] | |||||||
Stock issued for cash, shares | 181,818 | 200,000 | |||||
Proceeds from issuance of common stock | $ 100,000 | ||||||
Gain on settlement of accrued compensation treated as capital contribution | |||||||
Additional Paid-in Capital [Member] | |||||||
Gain on settlement of accrued compensation treated as capital contribution | $ 1,380,117 | ||||||
Additional Paid-in Capital [Member] | Three Former Executives [Member] | |||||||
Gain on settlement of accrued compensation treated as capital contribution | $ 1,380,117 | ||||||
ILC Holdings LLC - An Entity Controlled By Cihan Huang, Company's CEO And Controlling Shareholder [Member] | Common Stock [Member] | |||||||
Stock issued for cash, shares | 181,818 | ||||||
Proceeds from issuance of common stock | $ 50,000 | ||||||
Share issue price | $ 0.275 | ||||||
Closing price of company's common stock per share | $ 0.55 | ||||||
Share based compensation | $ 50,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | ||||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock voting rights | The holders of Series B Preferred stock are entitled to vote together with the holders of common stock, as a single class, upon all matters submitted to holders of common stock for a vote. Each share of Series B Preferred Stock has the voting power of 5,000 shares of common stock. | ||||||
Preferred stock liquidation terms | In the event of any liquidation, dissolution or winding up of the Company, Series B Preferred stock shall have a liquidation preference to the common stock in the amount of par value per share. | ||||||
Gain on settlement of accrued compensation treated as capital contribution |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | Dec. 22, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Income Taxes Narrative | ||||
Income taxes description | On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). | |||
Decrease in deferred tax asset | $ (296,000) | |||
Federal corporate tax rate | 21.00% | 28.00% | 35.00% | |
Net operating loss carryforward | $ 2,500,000 | $ 2,500,000 | ||
Operation loss carryforwards terms | Which expires in years 2030 through 2038. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | Aug. 15, 2018 | Aug. 31, 2018 | Sep. 28, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 50,000 | ||||
Gain on settlement of debt | 1,380,117 | ||||
Unrelated Parties [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to various unrelated parties | 137,790 | ||||
Unrelated Parties [Member] | Accounts Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to various unrelated parties | 83,400 | ||||
Unrelated Parties [Member] | Advances [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to various unrelated parties | 54,390 | ||||
Stockholder / Consultant [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to related party stockholder / consultant | 392,883 | ||||
Stockholder / Consultant [Member] | Non Redeemable Convertible Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to related party stockholder / consultant | 43,180 | ||||
Stockholder / Consultant [Member] | Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to related party stockholder / consultant | 75,381 | ||||
Stockholder / Consultant [Member] | Advances [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to related party stockholder / consultant | 25,000 | ||||
Stockholder / Consultant [Member] | Accrued Consulting Fees [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount due to related party stockholder / consultant | $ 249,322 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 100,000 | ||||
Stock issued for cash, shares | 181,818 | 200,000 | |||
Subsequent Event [Member] | Various Unrelated Parties [Member] | |||||
Subsequent Event [Line Items] | |||||
Value of total liabilities settled | $ 137,790 | ||||
Payments made in settlement of debt due to various unrelated parties | 106,000 | ||||
Gain on settlement of debt | 31,790 | ||||
Subsequent Event [Member] | Stockholder / Consultant [Member] | |||||
Subsequent Event [Line Items] | |||||
Value of total liabilities settled | 392,883 | ||||
Gain on settlement of debt | 266,561 | ||||
Payments made in settlement of debt due to a related party stockholder / consultant | $ 126,322 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Total no of shares issued during the period | 247,000,000 | ||||
Proceeds from issuance of common stock | $ 247,000 | ||||
Share issue price | $ 0.001 | ||||
Stock issued for services, shares | 75,000 | ||||
Subsequent Event [Member] | Common Stock [Member] | CEO [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued for cash, shares | 66,802,163 | ||||
Subsequent Event [Member] | Common Stock [Member] | COO [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued for cash, shares | 33,992,000 | ||||
Subsequent Event [Member] | Common Stock [Member] | 7 Individuals - Members Of ILC Holdings, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued for cash, shares | 72,500,000 | ||||
Subsequent Event [Member] | Common Stock [Member] | 90 Other Individuals [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued for cash, shares | 73,705,837 |