Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2016 | Oct. 04, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | GOLDEN GLOBAL CORP. | |
Entity Central Index Key | 1,502,555 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 37,408,293 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | ||
Other current assets | ||
Total current assets | ||
Equipment and unproven mineral properties | ||
Total assets | 0 | 0 |
Current liabilities: | ||
Convertible notes payable, net of discount of $1,944 and $22,472 at December 31, and June 30, 2016, respectively | 434,771 | 412,243 |
Accounts payable | 78,531 | 72,832 |
Accounts payable and other current liabilities - related party | 223,027 | 88,027 |
Other current liabilities | 127,023 | 80,359 |
Derivative liabilities | 871,010 | 872,465 |
Total current liabilities | 1,734,362 | 1,525,926 |
Commitments and contingencies | ||
Stockholders deficit: | ||
Preferred stock, $1.00 par value; 250,000,000 authorized, 1,000 shares issued and outstanding | 1,000 | 1,000 |
Common stock, $0.0001 par value; 4,500,000,000 shares authorized; 1,532,785 and 1,460,563 shares issued and outstanding at December 31, and June 30, 2016, respectively | 153 | 146 |
Capital in excess of par value | 1,933,589 | 1,427,480 |
Accumulated deficit | (3,669,104) | (2,954,552) |
Total stockholders deficit | (1,734,362) | (1,525,926) |
Total liabilities and stockholders deficit | $ 0 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible note discount | $ 1,944 | $ 22,472 |
Preferred stock - par value | $ 1 | $ 1 |
Preferred stock - shares authorized | 250,000,000 | 1,000 |
Preferred stock - shares issued | 1,000 | 1,000 |
Preferred stock - shares outstanding | 1,000 | 1,000 |
Common stock- par value | $ 0.0001 | $ 0.0001 |
Common stock- shares authorized | 4,500,000,000 | 4,500,000,000 |
Common stock- shares issued | 1,532,785 | 1,460,563 |
Common stock- shares outstanding | 1,532,785 | 1,460,563 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Costs and expenses: | ||||
Professional fees | 4,557 | 8,603 | 37,102 | 18,221 |
Consulting fees | 298,598 | 347,331 | ||
General and administrative | 69,991 | 2,496 | 140,698 | 16,521 |
Total costs and expenses | 74,548 | 309,697 | 177,800 | 382,073 |
Loss from operations | (74,548) | (309,697) | (177,800) | (382,073) |
Other income (expense): | ||||
Interest expense | (19,985) | (16,956) | (55,105) | (16,956) |
Foreign exchange gain | 5,790 | |||
Gain on change in value of derivatives | 64,239 | 2,504,065 | 6,321 | 339,641 |
Total other income (expense) | 44,254 | 2,487,110 | (48,784) | 328,475 |
Gain (loss) from continuing operations | (30,294) | 2,177,413 | (226,584) | (53,598) |
Gain from discontinued operations | 29,839 | 19,617 | ||
Net loss and comprehensive loss | (30,294) | 2,207,252 | (226,584) | (33,981) |
Preferred shares dividend | (5,700) | |||
Net income (loss) attributed to common stockholders | $ (30,294) | $ 2,207,252 | $ (226,584) | $ (39,681) |
Basic earnings (loss) per share: | ||||
Continuing operations | $ (0.02) | $ 3.48 | $ (0.15) | $ (0.18) |
Discontinued operations | 0 | 0.05 | 0 | 0.06 |
Net loss | $ (0.02) | $ 3.53 | $ (0.15) | $ (0.12) |
Weighted average number of common shares outstanding: Basic | 1,532,785 | 625,307 | 1,520,087 | 388,802 |
Weighted average number of common shares outstanding: Diluted | 1,532,785 | 4,828,187 | 1,520,087 | 388,802 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net loss from continuing operations | $ (226,584) | $ (53,598) |
Income from discontinued operations | 19,617 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Stock-based compensation | 280,105 | |
Depreciation | 4,620 | |
Amortization of debt discount | 38,842 | |
Change in fair market value of derivatives | (6,321) | (328,354) |
Gain on settlement of notes payable | (38,477) | |
Foreign exchange loss | 8,444 | |
Changes in non-cash working capital balances | ||
Other assets | 2,230 | |
Accounts payable | 5,699 | 42,856 |
Accounts payable - related party | 135,000 | 10,112 |
Other liabilities | 46,664 | 2,626 |
Cash used in operating activities | (6,700) | (49,819) |
Financing activities | ||
Proceeds from convertible note | 6,700 | 48,226 |
Net cash provided by financing activities | 6,700 | 48,226 |
Decrease in cash and cash equivalents during the period | 0 | (1,593) |
Cash and cash equivalents, beginning of the period | 5,705 | |
Cash and cash equivalents, end of the period | 4,112 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for: Income taxes | ||
Cash paid for: interest | ||
Non-cash financing transactions: | ||
Common stock issued for debt conversion | 18,148 | |
Initial valuation of derivatives | $ 16,514 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1– Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six and three-month periods ended December 31, 2016, are not necessarily indicative of the results that may be expected for the year ended June 30, 2017. For further information, refer to the audited financial statements and footnotes thereto in our Annual Report on Form 10-K for the year ended June 30, 2016. |
Going Concern Matters and Reali
Going Concern Matters and Realization of Assets | 6 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Matters and Realization of Assets | Note 2 – Going Concern Matters and Realization of Assets The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. However, the Company has sustained recurring losses from its continuing operations and as of December 31, 2016, had negative working capital of $1,734,362 and a stockholders’ deficit of $1,734,362. In addition, the Company is unable to meet its obligations as they become due and sustain its operations. The Company believes that its existing cash resources are not sufficient to fund its continuing operating losses, capital expenditures, lease and debt payments and working capital requirements. The Company may not be able to raise sufficient additional debt, equity or other cash on acceptable terms, if at all. Failure to generate sufficient revenues, achieve certain other business plan objectives or raise additional funds could have a material adverse effect on the Company’s results of operations, cash flows and financial position, including its ability to continue as a going concern, and may require it to significantly reduce, reorganize, discontinue or shut down its operations. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company which, in turn, is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in its existence. Management’s plans include: 1. Seek to raise debt or equity for working capital purposes and to pay off existing debt balances. With sufficient additional cash available to the Company, it can begin to make marketing expenditures and hire people to generate more revenues, and consequently cut monthly operating losses. 2. Continue to create new business opportunities in a cannabis-related field. The Company has secured two purchase contracts to acquire greenhouses in California and to work with a licensed cannabis entity. 3. Renegotiate loan agreements with existing debt holders. There can be no assurance that the Company will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its business network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share, Basic [Abstract] | |
Earnings (Loss) Per Common Share | Note 3 – Earnings (Loss) Per Common Share Earnings (Loss) per share data was computed as follows: Six Months Ended December 31, 2016 Six Months Ended December 31, 2015 Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Net income (loss) from continuing operations attributable to common stockholders – basic $ (226,584 ) $ (53,598 ) $ (30,294 ) $ 2,177,413 Income from discontinued operations 19,617 — 29,839 Adjustments to net income — — — 16,956 Net income (loss) attributable to common stockholders – diluted $ (226,584 ) $ (39,681 ) $ (30,294 ) $ 2,224,208 Weighted average common shares outstanding - basic 1,520,087 338,802 1,532,785 625,307 Effect of dilutive securities — — — 4,202,880 Weighted average common shares outstanding – diluted 1,520,087 338,802 1,532,785 4,828,187 Earnings (loss) from continuing operations, per common share - basic $ (0.15 ) $ (0.18 ) $ (0.02 ) $ 3.48 Earnings from discontinued operations, per common share – basic $ — $ 0.06 $ — $ 0.05 Earnings (loss) per common share – basic $ (0.15 ) $ (0.12 ) $ (0.02 ) $ 3.53 Earnings (loss) from continuing operations, per common share – diluted $ (0.15 ) $ (0.18 ) $ -(0.02 ) $ 0.45 Earnings from discontinued operations, per common share – diluted $ — $ 0.06 $ — $ .01 Earnings (loss) per common share – diluted $ (0.15 ) $ (0.12 ) $ (0.02 ) $ 0.46 For the six and three-month periods ended December 31, 2016, the Company excluded 8,139,109 shares of common stock issuable upon the exercise of outstanding convertible debt from the calculation of net loss per share because the effect would be anti-dilutive. For the six-month period ended December 31, 2015, the Company excluded 4,202,880 shares of common stock issuable upon the exercise of outstanding convertible debt from the calculation of net loss per share because the effect would be anti-dilutive. |
Principal Financing Arrangement
Principal Financing Arrangements | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Principal Financing Arrangements | Note 4 – Principal Financing Arrangements The following table summarizes components of debt as of December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 Convertible debt due to various lenders $ 436,715 $ 434,715 Less: discount on debt 1,944 22,472 Total debt, net of discounts $ 434,771 $ 412,243 On February 6, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $16,500. This promissory note bears interest at an annual rate of 8%, and a default rate of 18%, which was to be paid with principal in full on the maturity date of November 10, 2014. The principal amount of the note together with interest may be converted into shares of common stock, par value of $0.0001 (“Common Stock”) at the option of the lender at a conversion price equal to thirty five percent at the market price, calculated as the average of the lowest three trading prices during the 10 trading days prior to the conversion. As the note was not repaid on November 10, 2014, a penalty of $5,473 has been added to the principal balance of the note. As of June 30, 2015, conversions totaling $14,325 have been recorded and 4,359 shares of the Company’s Common Stock have been issued as a result of the conversion. For the year ended June 30, 2016, additional conversions of $6,790 were recorded, resulting in the issuance of 10,545 shares of Common Stock. At December 31 and June 30, 2016, the remaining debt balance is $860. On April 7, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $32,500. This promissory note bears interest at an annual rate of 8%, and a default rate of 18%, which was to be paid with principal in full and interest on the maturity date of January 9, 2015. The principal amount of the note together with interest may be converted into shares of Common Stock, at the option of the lender at a conversion price equal to forty one percent at the market price, which is the average of the lowest three trading prices during the 10 days prior to the conversion. The note has matured unpaid. As a result, a penalty of $16,250 has been added to the principal balance of the note. No debt conversions have been recorded, and at December 31 and June 30, 2016, the debt balance remains at $48,750. On April 9, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $42,000. This promissory note bears interest at an annual rate of 8%, with a default rate of 16%, which is to be paid with principal in full on the maturity date of April 9, 2015. The principal amount of the note together with interest may be converted into shares of Common Stock at the option of the lender at a conversion price equal to fifty percent of the lowest closing price bid during the 18 days prior to the conversion. As the note was not repaid on April 9, 2015, a penalty of $4,240 has been added to the principal balance of the note. As of June 30, 2015, conversions totaling $8,810 have been recorded and 2,515 shares of the Company’s Common Stock have been issued as a result of the conversion. For the year ended June 30, 2016, additional conversions of $21,615 were recorded, resulting in the issuance of 259,010 shares of Common Stock. At December 31 and June 30, 2016, the remaining debt balance is $15,815. On May 27, 2014, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of $25,000. These promissory note bears interest at an annual rate of 8% which is to be paid with principal and interest on the maturity date of May 27, 2015. The principal amount of the note together with interest may be converted into shares of Common Stock at the option of the lender at a conversion price equal to fifty percent of the lowest closing price bid during the 18 days prior to the conversion. As of June 30, 2016, conversions totaling $2,423 were recorded, resulting in the issuance of 991 shares of Common Stock. At September 30 and June 30, 2016, the remaining debt balance is $22,577. On February 20, 2015, the Company issued a convertible debenture for the gross proceed of $25,000. The debenture matured on February 20, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $37,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 20 days prior to the conversion. At December 31 and June 30, 2016 the debt balance is $37,500. On March 16, 2015, the Company issued a convertible debenture for the gross proceed of $15,000. The debenture matured on March 16, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $22,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 20 days prior to the conversion . On August 20, 2015, the Company issued a convertible debenture of $25,000 as a result of a partial transfer of the August 1, 2014 note to a new holder. The debenture matures on August 20, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $25,000 with 8% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at the lower of fifty percent of the lowest market price during the 20 days prior to the conversion. As of June 30, 2016, conversions totaling $16,913 have been recorded and 208,269 shares of the Company’s Common Stock have been issued as a result of the conversion. The note balance at December 31 and June 30, 2016 is $8,087. On November 5, 2015, the Company issued a convertible debenture for gross proceeds of $30,000. The debenture matured on June 5, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $40,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 40 days prior to the conversion. One debt conversion has occurred on August 2, 2016, resulting in the issuance of 72,222 post-reverse shares of common stock to retire $6,500 on debt. The note balance at December 31, 2016 is $33,500 and the balance at June 30, 2016 is $40,000. On December 2, 2015, the Company issued a convertible debenture for the gross proceeds of $20,000. The debenture matured on June 2, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $25,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to thirty percent of the lowest closing price during the 30 days prior to the conversion. No debt conversions have occurred and the note balance at December 31 and June 30, 2016 is $25,000. On December 3, 2015, the Company issued a convertible debenture of $19,500 as a result of a partial transfer of the August 1, 2014 note to a new holder. The debenture matured on June 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $19,500 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at thirty percent of the lowest market price during the 30 days prior to the conversion. As of June 30, 2016, conversions totaling $3,000 have been recorded and 55,556 shares of the Company’s Common Stock have been issued as a result of the conversion. The note balance at December 31 and June 30, 2016 is $16,500. On December 3, 2015, the Company issued a convertible debenture of $105,000 as a result of a transfer of the August 1, 2014 note to a new holder. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $105,000 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 40 days prior to the conversion. As of June 30, 2016, conversions totaling $7,500 have been recorded and 83,333 shares of the Company’s Common Stock have been issued as a result of the conversion. The note holder assigned $6,000 of the note to another note holder, and the remaining balance of this note at December 31 and June 30, 2016 is $91,500. On December 30, 2015, the Company issued a convertible debenture for gross proceeds of $5,000. The debenture matures on June 30, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $7,500 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 40 days prior to the conversion. The note balance at December 31 and June 30, 2016 is $7,500. On December 31, 2015, the Company issued a convertible debenture for gross proceeds of $10,000. The debenture matures on July 1, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $13,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at December 31 and June 30, 2016 is $13,000. On January 5, 2016, the Company issued a convertible debenture of $19,618 as a result of a transfer of the November 8, 2014 note to a new holder. The debenture matures on July 5, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $19,618 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 30 days prior to the conversion. As of June 30, 2016, conversions totaling $3,992 have been recorded and 221,778 shares of the Company’s Common Stock have been issued as a result of the conversion. The note balance at December 31 and June 30, 2016 is $15,626. On January 13, 2016, the Company issued a convertible debenture for gross proceeds of $20,000. The debenture matures on January 13, 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $26,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to forty-five percent of the lowest closing price during the 30 days prior to the conversion. The note balance at December 31 and June 30, 2016 is $26,000. On January 19, 2016, the Company issued a convertible debenture for gross proceeds of $2,500. The debenture matures on January 19, 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $4,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to forty-five percent of the lowest closing price during the 30 days prior to the conversion. The note balance at December 31 and June 30, 2016 is $4,000. On February 25, 2016, the Company issued a convertible debenture for gross proceeds of $19,500. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $33,500 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at December 31 and June 30, 2016 is $33,500 On February 23, 2016, the Company issued a convertible debenture of $2,500 as a result of a partial transfer of the December 3, 2015 note to a new holder. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $2,500 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 40 days prior to the conversion. The note balance at December 31 and June 30, 2016 is $2,500 On March 13, 2016, the Company issued a convertible debenture of $3,500 as a result of a partial transfer of the December 3, 2015 note to a new holder. The debenture matures on July 3, 2016. The terms of the debenture require the Company to pay the debenture investor a principal sum of $3,500 with 5% annual interest upon maturity. The principal amount of the note together with interest may be converted into shares of Common Stock at fifty percent of the lowest market price during the 40 days prior to the conversion. The note balance at December 31 and June 30, 2016 is $3,500. On July 11, 2016, the Company issued a convertible debenture for gross proceeds of $1,200. The debenture matures on January 11 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $2,500 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at December 31, 2016 is $2,500 On July 20, 2016, the Company issued a convertible debenture for gross proceeds of $5,500. The debenture matures on January 20, 2017. The terms of the debenture require the Company to pay the debenture investor a principal sum of $6,000 with 5% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest closing price during the 30 days prior to the conversion. The note balance at December 31, 2016 is $6,000 The conversion price of the notes issued in is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the notes was recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period. For convertible debentures issued in the first six months of fiscal 2017, the Company determined that the aggregate fair value of the conversion features was $16,514 at the issuance dates. Debt discount was recorded up to the $8,500 face amount of the note and is amortized to interest expense over the term of the note. The fair value of the conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $8,014 was expensed immediately as additional interest expense. For convertible debentures issued in fiscal 2016, the Company determined that the aggregate fair value of the conversion features was $864,674 at the issuance dates. Debt discount was recorded up to the $286,500 face amount of the note and is amortized to interest expense over the term of the note. The fair value of the conversion feature in excess of the principal amount allocated to the notes in the aggregate amount of $578,174 was expensed immediately as additional interest expense. A total of $26,984 and $11,858 of debt discount was charged to interest expense in the six and three-month periods ended December 31, 2016. Accrued interest payable on the convertible notes amounted to $58,832 at December 31, 2016 and $42,589 at June 30, 2016. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 – Income Taxes At December 31, 2016, the Company had net operating loss carryforwards for federal income tax purposes of approximately $1,700,000 that expire in the years 2017 through 2032. The Company has provided an allowance for the full value of the related deferred tax asset since it is more likely than not that none of such benefit will be realized. Utilization of the net operating losses may be subject to annual limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. Due to the loss for the six-month periods ended December 31, 2016 and 2015, the Company has recorded no income tax expense in either of these six-month periods. Due to the loss for the three-month period ended December 31, 2016 and a non-taxable gain from derivatives in the three-month period ended December 31, 2015, the Company has recorded no income tax expense in either of these three-month periods. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions The Company owes its Chief Executive Officer unpaid salary of $223,027 and $88,027 as of December 31 and June 30, 2016, respectively. |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders Equity | Note 7 – Stockholders’ Deficit At the opening of trading on September 16, 2016, we effected a reverse split of our common stock at a ratio of 1:1800. As a result of the reverse stock split, each of our 1,800 pre-split shares of common stock outstanding automatically combined into one new share of common stock without any action on the part of the respective holders, and the number of outstanding shares of our common stock was reduced from approximately 27.6 billion shares to 1,532,785 shares. The reverse stock split also applied to shares of common stock issuable upon the conversion of outstanding convertible securities. The Company is authorized to issue 4,500,000,000 shares of its common stock, par value $0.0001. In the first quarter of fiscal 2017, the Company issued 72,222 shares of common stock to a convertible note holder to retire $6,500 in debt. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access at the measurement date. Level 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: inputs are unobservable inputs for the asset or liability. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, we base fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows that could significantly affect the results of current or future value. Following is a description of valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value where it is practicable to do so for financial instruments not recorded at fair value (disclosures required by the Fair Value Measurements Topic of the FASB Accounting Standards Codification). Cash and cash equivalents, accounts receivable, and accounts payable In general, carrying amounts approximate fair value because of the short maturity of these instruments. Debt At December 31 and June 30, 2016, debt was carried at its face value plus accrued interest due to the fact that the debt is fully callable by the lender. Based on the financial condition of the Company, it is impracticable for the Company to estimate the fair value of the short and long-term debt. Liabilities Measured and Recognized at Fair Value on a Recurring Basis The following table presents the amounts of liabilities measured at fair value on a recurring basis as of December 31 and June 30, 2016. Derivative Liability The fair value of the derivatives that are traded in less active over-the counter markets are generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 3 within the fair value of hierarchy. The derivative liabilities are adjusted to their fair market value at the end of each quarter. The calculation of the derivative liability considers the principal amount of convertible debt and includes any potential conversion of accrued interest payable. Total (Level 1) (Level 2) (Level 3) June 30, 2016 Derivative liability $ 872,465 — — $ 872,465 December 31, 2016 Derivative liabilities $ 871,010 — — $ 871,010 The Company has no instruments with significant off balance sheet risk. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 9 – Discontinued Operations On October 7, 2015, title to the Company’s former subsidiary’s placer gold claims for property located in north central British Columbia, were transferred to a third party (the “Lender”) who had loaned the subsidiary $185,000 (the “Loan”). These claims, and all equipment, machinery, vehicles and ancillary buildings to process the claims were used as collateral for the Loan. The collateral was foreclosed on by the Lender and the assets are no longer owned by the Company. Due to the foreclosure in October 2015, and the Company's discontinuance of the mining operations, the mining business is presented as a discontinued operations in the financial statements for the six-month periods ended December 31, 2015. The income from discontinued operations in the six- and three-month periods ended December 31, 2015 amounted to $19,617 and $29,839, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events On February 1, 2018, the Company issued a convertible debenture for gross proceeds of $35,000. The debenture matures on February 1, 2019. The terms of the debenture require the Company to pay the debenture investor a principal sum of $45,000 with 12% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion. On February 1, 2018, the Company issued a convertible debenture for gross proceeds of $20,000. The debenture matures on February 1, 2019. The terms of the debenture require the Company to pay the debenture investor a principal sum of $20,000 with 12% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock at a conversion price equal to the lower of $0.0023 per share or fifty percent of the lowest trading price during the 40 days prior to the conversion. On February 1, 2018, the Company issued a convertible debenture for gross proceeds of $10,000. The debenture matures on August 1, 2018. The terms of the debenture require the Company to pay the debenture investor a principal sum of $15,000 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion. One February 22, 2018, the Company issued 415,983 shares of restricted Common Stock for a one-year investor relations contract. On February 28, 2018, the Company entered into two asset purchase agreements with a non-affiliated individual (the “Seller”), pursuant to which it contemporaneously acquired certain assets which will allow the Company, subject to the Company applying for and being issued the required licenses, to establish a legal medicinal and recreational marijuana grow operation in California. The Company hired the Seller to be the Company’s Chief Operating Officer on March 3, 2018. The assets purchased include a state-of-the-art indoor hydroponics facility, eleven greenhouses, various permits and additional fixtures, equipment and supplies. The purchase price for the assets consisted of 20,000,000 shares of our common stock issued to the Seller and $15,000,000 in cash payable in installments over a two-year period. In July 2018, the Company and the Seller amended the purchase agreements to reduce the amount of assets purchased and to reduce the promissory note component of the purchase price to $7,000,000. The promissory note will not be issued until the cannabis licenses are acquired by the Company. The 20,000,000 shares of common stock were issued immediately. On March 1, 2018 the Company issued 15,000,000 shares of restricted Common Stock to its Chief Executive Officer, as payment of $501,000 in accrued compensation. On March 1, 2018, the Company issued a convertible debenture for gross proceeds of $4,000. The debenture matures on September 1, 2018. The terms of the debenture require the Company to pay the debenture investor a principal sum of $7,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion. On March 3, 2018, the Company hired a Chief Operating Officer for a base salary of $42,500 and $49,500 for the periods ending December 31, 2018 and 2019, respectively, payable in Common Stock of the Company at a conversion rate of $0.125 per share. On April 1, 2018, the Company issued a convertible debenture for gross proceeds of $8,500. The debenture matures on October 1, 2018. The terms of the debenture require the Company to pay the debenture investor a principal sum of $12,500 with 8% annual interest upon maturity. The principal amount of the debenture together with interest may be converted into shares of Common Stock equal to fifty percent of the lowest trading price during the 30 days prior to the conversion. On April 1, 2018, the Company sold 150,000 shares of its Common Stock for $10,500. On June 1, 2018, the Company sold 150,000 shares of its Common Stock for $10,500. On July 2, 2018, the Company sold 160,000 shares of its Common Stock for $4,000. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six and three-month periods ended December 31, 2016, are not necessarily indicative of the results that may be expected for the year ended June 30, 2017. For further information, refer to the audited financial statements and footnotes thereto in our Annual Report on Form 10-K for the year ended June 30, 2016. |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per share | Six Months Ended December 31, 2016 Six Months Ended December 31, 2015 Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Net income (loss) from continuing operations attributable to common stockholders – basic $ (226,584 ) $ (53,598 ) $ (30,294 ) $ 2,177,413 Income from discontinued operations 19,617 — 29,839 Adjustments to net income — — — 16,956 Net income (loss) attributable to common stockholders – diluted $ (226,584 ) $ (39,681 ) $ (30,294 ) $ 2,224,208 Weighted average common shares outstanding - basic 1,520,087 338,802 1,532,785 625,307 Effect of dilutive securities — — — 4,202,880 Weighted average common shares outstanding – diluted 1,520,087 338,802 1,532,785 4,828,187 Earnings (loss) from continuing operations, per common share - basic $ (0.15 ) $ (0.18 ) $ (0.02 ) $ 3.48 Earnings from discontinued operations, per common share – basic $ — $ 0.06 $ — $ 0.05 Earnings (loss) per common share – basic $ (0.15 ) $ (0.12 ) $ (0.02 ) $ 3.53 Earnings (loss) from continuing operations, per common share – diluted $ (0.15 ) $ (0.18 ) $ -(0.02 ) $ 0.45 Earnings from discontinued operations, per common share – diluted $ — $ 0.06 $ — $ .01 Earnings (loss) per common share – diluted $ (0.15 ) $ (0.12 ) $ (0.02 ) $ 0.46 |
Principal Financing Arrangeme_2
Principal Financing Arrangements (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Components of debt | December 31, 2016 June 30, 2016 Convertible debt due to various lenders $ 436,715 $ 434,715 Less: discount on debt 1,944 22,472 Total debt, net of discounts $ 434,771 $ 412,243 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Total (Level 1) (Level 2) (Level 3) June 30, 2016 Derivative liability $ 872,465 — — $ 872,465 December 31, 2016 Derivative liabilities $ 871,010 — — $ 871,010 |
Going Concern Matters and Rea_2
Going Concern Matters and Realization of Assets (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stockholders deficit | $ (1,734,362) | $ (1,525,926) |
Working capital | $ (1,734,362) |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic earnings (loss) per share: | ||||
Gain (loss) from continuing operations | $ (30,294) | $ 2,177,413 | $ (226,584) | $ (53,598) |
Income from discontinued operations | 29,839 | 19,617 | ||
Adjustments to net income | 16,956 | |||
Net loss attributed to common stockholders | $ (30,294) | $ 2,207,252 | $ (226,584) | $ (39,681) |
Weighted average common shares outstanding - basic | 1,532,785 | 625,307 | 1,520,087 | 388,802 |
Effect of dilutive securities | 4,202,880 | |||
Weighted average number of common shares outstanding: Diluted | 1,532,785 | 4,828,187 | 1,520,087 | 388,802 |
Basic and diluted loss per share Continuing operations | $ (0.02) | $ 3.48 | $ (0.15) | $ (0.18) |
Basic and diluted loss per share Discontinued operations | 0 | 0.05 | 0 | 0.06 |
Basic and diluted loss per share Net loss | (0.02) | 3.53 | (0.15) | (0.12) |
Earnings (loss) from continuing operations, per common share diluted | (0.02) | 0.45 | (0.15) | (0.18) |
Earnings from discontinued operations, per common share diluted | .01 | 0.06 | ||
Earnings (loss) per common share diluted | $ (0.02) | $ 0.46 | $ (0.15) | $ (0.12) |
Anti-dilutive shares | 8,139,109 | 8,139,109 | 4,202,880 |
Components of debt (Details)
Components of debt (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Debt Disclosure [Abstract] | ||
Convertible debt due to various lenders | $ 436,715 | $ 434,715 |
Less: discount on debt | 1,944 | 22,472 |
Convertible notes payable | $ 434,771 | $ 412,243 |
Debt (Details Narrative)
Debt (Details Narrative) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)shares | |
Debt Instrument [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Convertible notes payable | $ 434,771 | $ 412,243 | |
Unsecured Convertible Promissory Note due November 10, 2014 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 16,500 | ||
Interest rate | 8.00% | ||
Default interest rate | 18.00% | ||
Maturity date | Nov. 10, 2014 | ||
Common stock, par value | $ / shares | $ 0.0001 | ||
Threshold percentage of stock price trigger | 35.00% | ||
Threshold trading days | 10 | ||
Penalty on debt | $ 5,473 | ||
Conversions, amount | $ 6,790 | $ 14,325 | |
Number of shares issued as a result of the conversion | shares | 105,445 | 4,359 | |
Convertible notes payable | 860 | $ 860 | |
Unsecured Convertible Promissory Note due January 9, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 32,500 | ||
Interest rate | 8.00% | ||
Default interest rate | 18.00% | ||
Maturity date | Jan. 9, 2015 | ||
Threshold percentage of stock price trigger | 51.00% | ||
Threshold trading days | 10 | ||
Penalty on debt | $ 16,250 | ||
Convertible notes payable | 48,750 | $ 48,750 | |
Unsecured Convertible Promissory Note due April 9, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 42,000 | ||
Interest rate | 8.00% | 8.00% | |
Default interest rate | 16.00% | ||
Maturity date | Apr. 9, 2015 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 18 | ||
Penalty on debt | $ 4,240 | ||
Conversions, amount | $ 8,810 | $ 21,615 | |
Number of shares issued as a result of the conversion | shares | 2,515 | 259,010 | |
Convertible notes payable | $ 15,815 | $ 15,815 | |
Unsecured Convertible Promissory Note due May 27, 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 25,000 | ||
Interest rate | 8.00% | ||
Maturity date | May 27, 2015 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 18 | ||
Conversions, amount | $ 2,423 | ||
Number of shares issued as a result of the conversion | shares | 991 | ||
Convertible notes payable | $ 22,577 | $ 22,577 | |
Convertible Debenture Due on February 20, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 37,500 | ||
Gross proceed from convertible debenture | $ 25,000 | ||
Interest rate | 8.00% | ||
Maturity date | Feb. 20, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 20 | ||
Convertible notes payable | $ 37,500 | 37,500 | |
Convertible Debenture Due on March 16, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 22,500 | ||
Gross proceed from convertible debenture | $ 15,000 | ||
Interest rate | 8.00% | ||
Maturity date | Mar. 16, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 20 | ||
Convertible notes payable | $ 22,500 | 8,087 | |
Convertible Debenture Due on August 20, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 25,000 | ||
Interest rate | 8.00% | ||
Maturity date | Aug. 20, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 20 | ||
Conversions, amount | $ 16,913 | ||
Number of shares issued as a result of the conversion | shares | 208,269 | ||
Convertible notes payable | $ 8,087 | ||
Convertible Debenture Due on June 5, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 40,000 | ||
Gross proceed from convertible debenture | $ 30,000 | ||
Interest rate | 5.00% | ||
Maturity date | Jun. 5, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 40 | ||
Conversions, amount | $ 6,500 | ||
Number of shares issued as a result of the conversion | shares | 72,222 | ||
Convertible notes payable | $ 33,500 | 40,000 | |
Convertible Debenture Due on June 2, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 25,000 | ||
Gross proceed from convertible debenture | $ 20,000 | ||
Interest rate | 5.00% | ||
Maturity date | Jun. 2, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 30 | ||
Convertible notes payable | $ 25,000 | 25,000 | |
Convertible Debenture Due on June 3, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 19,500 | ||
Interest rate | 5.00% | ||
Maturity date | Jun. 3, 2016 | ||
Threshold percentage of stock price trigger | 30.00% | ||
Threshold trading days | 30 | ||
Number of shares issued as a result of the conversion | shares | 55,556 | ||
Convertible notes payable | $ 16,500 | 16,500 | |
Description | partial transfer of the August 1, 2014 note</p>" id="sjs-B108"><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">partial transfer of the August 1, 2014 note</p> | ||
Convertible Debenture Due on July 3, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 105,000 | ||
Interest rate | 5.00% | ||
Maturity date | Jul. 3, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 40 | ||
Conversions, amount | $ 7,500 | ||
Number of shares issued as a result of the conversion | shares | 83,333 | ||
Convertible notes payable | $ 91,500 | 91,500 | |
Transfer of debt | $ 6,000 | ||
Description | partial transfer of the August 1, 2014 note</p>" id="sjs-B120"><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">partial transfer of the August 1, 2014 note</p> | ||
Convertible Debenture Due on June 30, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 7,500 | ||
Gross proceed from convertible debenture | $ 5,000 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 40 | ||
Convertible notes payable | $ 7,500 | 7,500 | |
Convertible Debenture Due on July 1, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 13,000 | ||
Gross proceed from convertible debenture | $ 10,000 | ||
Maturity date | Jul. 1, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 30 | ||
Convertible notes payable | $ 13,000 | 13,000 | |
Convertible Debenture Due on July 5, 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 19,618 | ||
Interest rate | 5.00% | ||
Maturity date | Jul. 5, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 30 | ||
Conversions, amount | $ 3,992 | ||
Number of shares issued as a result of the conversion | shares | 399,200,000 | ||
Convertible notes payable | $ 15,626 | 15,626 | |
Description | transfer of the November 8, 2014 note to a new holder</p>" id="sjs-B146"><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"> transfer of the November 8, 2014 note to a new holder</p> | ||
Convertible Debenture Due on January 13, 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 26,000 | ||
Gross proceed from convertible debenture | $ 20,000 | ||
Interest rate | 5.00% | ||
Maturity date | Jan. 13, 2017 | ||
Threshold percentage of stock price trigger | 45.00% | ||
Threshold trading days | 30 | ||
Convertible notes payable | $ 26,000 | 26,000 | |
Convertible Debenture Due on January 19, 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 33,500 | 4,000 | |
Gross proceed from convertible debenture | $ 19,500 | 2,500 | |
Interest rate | 5.00% | ||
Maturity date | Jan. 19, 2017 | ||
Threshold percentage of stock price trigger | 45.00% | ||
Threshold trading days | 30 | ||
Convertible notes payable | $ 33,500 | 4,000 | |
Convertible Debenture Due on July 3, 2016 (1) [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.00% | ||
Maturity date | Jul. 3, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 30 | ||
Convertible notes payable | $ 33,500 | 33,500 | |
Convertible Debenture Due on July 3, 2016 (2) [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 2,500 | ||
Interest rate | 5.00% | ||
Maturity date | Jul. 3, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 40 | ||
Convertible notes payable | $ 2,500 | 2,500 | |
Description | partial transfer of the December 3, 2015 note to a new holder</p>" id="sjs-B180"><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">partial transfer of the December 3, 2015 note to a new holder</p> | ||
Convertible Debenture Due on July 3, 2016 (3) [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 3,500 | ||
Interest rate | 5.00% | ||
Maturity date | Jul. 3, 2016 | ||
Threshold percentage of stock price trigger | 50.00% | ||
Threshold trading days | 40 | ||
Convertible notes payable | $ 3,500 | $ 3,500 | |
Description | partial transfer of the December 3, 2015 note to a new holder</p>" id="sjs-B189"><p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">partial transfer of the December 3, 2015 note to a new holder</p> | ||
Convertible Debenture Due on January 11, 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 2,500 | ||
Gross proceed from convertible debenture | $ 1,200 | ||
Interest rate | 5.00% | ||
Convertible notes payable | $ 2,500 | ||
Convertible Debenture Due on January 20, 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount | 6,000 | ||
Gross proceed from convertible debenture | $ 5,000 | ||
Interest rate | 5.00% | ||
Convertible notes payable | $ 6,000 |
Debt (Details Narrative 1)
Debt (Details Narrative 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |||
Conversion features, Fair value | $ 16,514 | $ 864,674 | |
Debt discount, interest expense | 8,500 | 286,500 | |
Additional interest expense | 8,014 | 578,174 | |
Interest Expense | $ 11,858 | 26,984 | |
Accrued interest payable | $ 58,832 | $ 58,832 | $ 42,589 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Accumulated net operating losses | $ 1,700,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Related Party Transactions [Abstract] | ||
Accounts payable and other current liabilities - related party | $ 223,027 | $ 88,027 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Reverse stock split | 1 new share for each 1,800 old shares</p>" id="sjs-B3"><p style="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">1 new share for each 1,800 old shares</p> | |||
Common shares, outstanding | 27,600,000 | 1,532,785 | 1,460,563 | |
Common stock- par value | $ 0.0001 | $ 0.0001 | ||
Common stock- shares authorized | 4,500,000,000 | 4,500,000,000 | ||
Shares issued for Debt, amount | $ 6,700 | $ 48,226 | ||
Common stock[Member] | ||||
Shares issued for Debt, shares | 72,222 | |||
Shares issued for Debt, amount | $ (6,500) |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Derivative liabilities | $ 871,010 | $ 872,465 |
Level 1 [Member] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | $ 871,010 | $ 872,465 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 07, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Loan to subsidiary | $ 185,000 | ||||
Discontinued operations loss | $ 29,839 | $ 19,617 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 01, 2018USD ($)$ / shares | Mar. 01, 2018USD ($)shares | Feb. 28, 2018USD ($)shares | Feb. 22, 2018shares | Apr. 01, 2018USD ($)shares | Jun. 01, 2018USD ($)shares | Dec. 31, 2019USD ($) | Jul. 01, 2018USD ($)shares | Mar. 03, 2018$ / shares | |
Subsequent Event [Line Items] | ||||||||||||
Shares issued for Debt, amount | $ 6,700 | $ 48,226 | ||||||||||
Convertible Debenture Due February 1,2019 (1) [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 45,000 | |||||||||||
Gross proceed from convertible debenture | $ 35,000 | |||||||||||
Maturity date | Feb. 1, 2019 | |||||||||||
Interest rate | 12.00% | |||||||||||
Threshold percentage of stock price trigger | 50.00% | |||||||||||
Threshold trading days | 30 | |||||||||||
Convertible Debenture Due February 1,2019 (2) [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal reduction | $ 20,000 | |||||||||||
Gross proceed from convertible debenture | $ 20,000 | |||||||||||
Maturity date | Feb. 1, 2019 | |||||||||||
Interest rate | 12.00% | |||||||||||
Conversion price | $ / shares | $ 0.0023 | |||||||||||
Threshold percentage of stock price trigger | 50.00% | |||||||||||
Threshold trading days | 40 | |||||||||||
Convertible Debenture Due August 1, 2018 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 15,000 | |||||||||||
Gross proceed from convertible debenture | $ 10,000 | |||||||||||
Maturity date | Aug. 1, 2018 | |||||||||||
Interest rate | 8.00% | |||||||||||
Threshold percentage of stock price trigger | 50.00% | |||||||||||
Threshold trading days | 30 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 7,500 | $ 12,500 | ||||||||||
Gross proceed from convertible debenture | $ 4,000 | $ 8,500 | ||||||||||
Maturity date | Sep. 1, 2018 | Oct. 1, 2018 | ||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||
Conversion price | $ / shares | $ 0.125 | |||||||||||
Threshold percentage of stock price trigger | 50.00% | 50.00% | ||||||||||
Threshold trading days | 30 | 30 | ||||||||||
Shares issued for Services, shares | shares | 15,000,000 | 415,983 | ||||||||||
Shares issued for services, value | $ 501,000 | |||||||||||
Shares issued for acquisition | shares | 20,000,000 | 20,000,000 | ||||||||||
Cash issued for acquisition | $ 15,000,000 | $ 7,000,000 | ||||||||||
Sale of common stock, Shares | shares | 150,000 | 150,000 | 160,000 | |||||||||
Sale of common stock, Amount | $ 10,500 | $ 10,500 | $ 4,000 | |||||||||
Officers Salary | $ 42,500 | $ 49,500 |