STOCKHOLDERS' EQUITY (DEFICIT) | 9. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock Series A Preferred Stock In March 2015, the Company filed with the State of Nevada a Certificate of Designation establishing the designations, preferences, limitations and relative rights of 1,000,000 shares of the Company’s Series A preferred stock. Each share of Series A preferred stock has a par value of $0.001. Holders of the Series A preferred stock have the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A preferred stock not subject to adjustment for a stock split or reverse stock split. The shares of Series A preferred stock are not convertible into shares of common stock. The Company has 1,000,000 shares of Series A preferred stock authorized, with 500,000 shares issued and outstanding as of June 30, 2023 and 2022, which were issued in March 2015 to members of the Company’s Board of Directors in consideration for services. Series B Preferred Stock On December 21, 2015, the Company filed a Certificate of Designation for a new Series B convertible preferred stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred Thousand (500,000) shares of the Company’s authorized preferred stock are designated as the Series B convertible preferred stock, par value of $0.001 per share and with a stated value of $0.001 per share (the “Stated Value”). Holders of Series B preferred stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B preferred stock, each issued share of Series B preferred stock is convertible into 100 shares of the Company’s common stock (“Conversion Ratio”).The Conversion Raio is subject to adjustment if the Company enters into a merger or spin off transaction but is not subject to adjustment for a stock split or reverse stock split. The holders of the Series B preferred stock shall have the right to vote together with holders of common stock, on an as “converted basis”, on any matter that the Company’s shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B preferred stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B preferred stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. The number of authorized Series B preferred stock was later increased to 1,000,000 shares. During the year ended June 30, 2023, Mr. Rubakh converted 1,002,633 shares of Series B preferred stock into 802,106 shares of common stock in a transaction recorded at the par value of the shares. For services provided during the year ended June 30, 2023, the Company issued to Mr. Rubakh 200,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $15,247,500, using the closing market price of the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations. During the year ended June 30, 2022, Mr. Rubakh converted 24,737 shares of Series B preferred stock into 19,790 shares of common stock in a transaction recorded at the par value of the shares. During the year ended June 30, 2022, the Company issued to Mr. Rubakh 200,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $2,438,700, using the closing market price of the Company’s common stock on that date. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations. The Company had 100,000 and 902,633 shares issued and outstanding as of June 30, 2023 and 2022, respectively. Common Stock As of June 30, 2023, we were authorized to issue up to 6,000,000 shares of common stock with a par value of $0.001. On July 27, 2023, the Board of Directors of the Company approved a resolution to increase the number of authorized common shares to 300,000,000. The Company had 2,864,492 and 1,657,973 common shares issued and outstanding as of June 30, 2023 and 2022, respectively. On April 17, 2023, the Board of Directors of the Company approved a 1-for-125 reverse split of the Company’s common shares. The reverse split has been given retroactive effect in the financial statements for all periods presented. During the year ended June 30, 2023, the Company issued a total of 1,206,519 shares of its common stock: 802,106 shares issued in conversion of Series B preferred stock recorded at par value of $802, 78,304 shares issued for settlement of accrued dividends for a fair value of $293,639, 322,215 shares for the exercise of warrants recorded at par value of $322, and 3,894 shares issued due to rounding from the Reverse Split. During the year ended June 30, 2022, the Company issued a total of 102,061 shares of its common stock: 19,790 shares issued in conversion of Series B preferred stock recorded at par value of $20; 64,000 shares for common stock payable of $5,480,000, 2,282 shares for services valued at $45,943, and 16,000 shares as an inducement to enter Promissory Note at par value of $16, and (11) shares due to rounding from the Reverse Split. |