Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 10, 2018 | |
Details | ||
Registrant Name | PURESNAX INTERNATIONAL, INC. | |
Registrant CIK | 1,527,702 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2018 | |
Fiscal Year End | --06-30 | |
Trading Symbol | prsnx | |
Tax Identification Number (TIN) | 452,808,620 | |
Number of common stock shares outstanding | 104,476 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Description | Updated filing | |
Amendment Flag | true | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Contained File Information, File Number | 333-176376 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 1000 WOODBRIDGE CENTER DRIVE | |
Entity Address, Address Line Two | SUITE #213 | |
Entity Address, City or Town | WOODBRIDGE | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 7,095 | |
City Area Code | 732 | |
Local Phone Number | 566-8264 |
Condensed Balance Sheets (March
Condensed Balance Sheets (March 31, 2018 unaudited) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Assets, Current | ||
Cash and cash equivalents | $ 0 | $ 15,701 |
Refund Receivable | 20,237 | 20,237 |
Allowance for doubtful accounts | (20,237) | (20,237) |
Accounts Receivable, net of allowance for doubtful accounts | 0 | 0 |
Assets | 0 | 15,701 |
Liabilities, Current | ||
Cash overdraft | 108 | 0 |
Accrued expenses | 79,672 | 65,144 |
Loans - related party | 26,593 | 25,921 |
Convertible notes payable, net | 0 | 35,574 |
Derivative liability | 0 | 98,041 |
Liabilities | 106,373 | 224,680 |
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 3,188 | 3,188 |
Common Stock, Value, Issued | 75 | 23 |
Additional Paid in Capital | 647,684 | 361,178 |
Accumulated deficit | (757,320) | (573,368) |
TOTAL STOCKHOLDERS' DEFICIT | (106,373) | (208,979) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 15,701 |
Condensed Balance Sheets (Marc3
Condensed Balance Sheets (March 31, 2018 unaudited) - Parenthetical - $ / shares | Mar. 31, 2018 | Jun. 30, 2017 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 8,500,000 | 8,500,000 |
Preferred Stock, Shares Issued | 3,187,500 | 3,187,500 |
Preferred Stock, Shares Outstanding | 3,187,500 | 3,187,500 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Outstanding | 75,004 | 23,004 |
Common Stock, Shares, Issued | 75,004 | 23,004 |
Condensed Statements of Operati
Condensed Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of Goods Sold | 0 | 0 | 0 | 0 |
Gross margin | 0 | 0 | 0 | 0 |
Costs and Expenses | ||||
Professional fees and consulting expenses | 10,172 | 39,162 | 40,630 | 63,789 |
Marketing expenses | 0 | 0 | 0 | 190 |
Website and hosting | 45 | 332 | 461 | 541 |
Loss on Inventory | 0 | 0 | ||
Other expenses | 293 | 3,703 | 3,239 | 13,152 |
Total expenses | 10,510 | 43,197 | 44,330 | 77,672 |
Other Income/(Expense): | ||||
Interest Expense | (156) | (1,681) | (1,682) | (6,555) |
Derivative expense | (128,433) | (98,506) | (137,940) | (58,290) |
Change in derivative liability | 0 | (39,592) | 0 | (102,863) |
Gain on license fees | 0 | 20,237 | 0 | 20,237 |
Nonoperating Income (Expense) | (128,589) | (119,542) | (139,622) | (147,471) |
Net loss before income tax | (139,099) | (162,739) | (183,952) | (225,143) |
Provision for income tax | 0 | 0 | 0 | 0 |
Net loss | $ (139,099) | $ (162,739) | $ (183,952) | $ (225,143) |
Basic and diluted income/(loss) per share | $ (2.51) | $ (11.92) | $ (4.53) | $ (16.49) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 55,515 | 13,657 | 40,642 | 13,657 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (183,952) | $ (225,143) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 85,914 | 161,153 |
Derivative expense | 42,519 | 0 |
Change in derivative liability | 0 | 0 |
Shares issued for services | 0 | 2,188 |
Changes in assets and liabilities | ||
(Increase)/decrease in accounts receivables, net | 0 | (20,237) |
(Increase)/decrease in prepaid | 0 | 3,834 |
(Increase)/decrease in inventory | 0 | (2,990) |
Increase/(decrease) in accrued expenses and accounts payable | 24,038 | 26,242 |
Net cash used in operating activities | (31,481) | (54,953) |
Cash flows from financing activities: | ||
Bank overdraft | 108 | 0 |
Proceeds from loan - related parties | 672 | 5,844 |
Proceeds from loan - third party | 15,000 | 55,000 |
Net cash provided by financing activities | 15,780 | 60,844 |
CHANGE IN CASH | (15,701) | 5,891 |
CASH AT BEGINNING OF PERIOD | 15,701 | 23,790 |
CASH AT END OF PERIOD | 0 | 29,681 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Cash Flow, Noncash Investing and Financing Activities Disclosure | ||
Issuance(Cancellation) of Common Stock 20M | 0 | 20,000 |
Issuance of Preferred Stock | 0 | 2,188 |
Conversion of convertible debentures | $ 286,558 | $ 198,017 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Continuance of Operations | 9 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 1 - Nature of Business and Continuance of Operations | NOTE 1 NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS PureSnax International, Inc. (the Company) was incorporated under the laws of the State of Nevada on June 24, 2011. The Company is a wellness brand focused on bringing healthy snacks and foods to consumers. On March 8, 2017, the Company has exited their previous License Agreement with the Canadian Licensor and will no longer represent that brand. The Company intends to develop its own brand and develop its own products for manufacture, distribution, sales and marketing of various products within the health foods and snacks industry and to pursue related business opportunities. PureSnax International is a wellness brand focused on bringing healthy snacks and foods to consumers. PSI plans to offer a wide assortment of sugar free, vegan, peanut free, Kosher, low fat, low sodium and Non-GMO certified products. With new nutritional standards being rolled out through schools in the United States, we believe we are poised to capitalize on these regulations by offering good for you, functional foods and snacks that meet these new regulatory standards. Product categories include marshmallow squares (made without Gelatin and that are vegan), protein bars, mints, gum and various condiments as well as offering Xylitol, a natural, diabetic friendly, sweetener. We intend to distribute delicious tasting, very healthy snack foods meeting the highest of standards and compliance for the US consumers with plans to evolve into an international audience. With a socially responsible mandate supported by education and driven by integrity and sincerity, PSI will provide people with healthier snack and food choices by utilizing wholesome, natural, high quality ingredients that promote healthier lifestyles. We have chosen to specialize in the development, sourcing, branding and distribution of high quality, healthy food and snack products. It is our vision to brand PureSnax International as one of the trusted names in the healthy food and snack industry. With major illnesses, such as diabetes, obesity, cancer, and heart disease on the rise, people are looking for ways to minimize the risks in developing these diseases. People are starting to read and understand labels looking for healthier choices. We believe that the demand for healthier products is driving a fundamental change in the food and snack markets. This demand will provide enormous opportunities for PureSnax International to position itself in the healthy food and snack industry. Our goal is to utilize education, integrity and honesty to earn the publics trust and become that trusted brand that provides healthy food and snack products to the growing percentage of the population wanting to make healthier life choices. We intend to become pioneers in a dynamic and growing segment of the industry where future demand will be and it means addressing the new public awareness of healthier food and snack products. The snack products developed must not only meet healthy product guidelines but also taste good. Our Marshmallow Squares are sugar-free, Gluten-free, vegan, contains very little salt, Gelatin Free, kosher, nut free and taste great! We are developing and are constantly continuing to work on other recipes for healthier products that meet the highest standards of quality. These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on June 24, 2011 through March 31, 2018, the Company has incurred accumulated losses totalling $757,320. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements and Basis of Presentation The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the SEC) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2017 and notes thereto contained in our 10-K Annual Report filed on October 13, 2017. a. Basis of Presentation - These financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. Our companys fiscal year end is June 30. b. Use of Estimates and Assumptions - The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected c. Cash Equivalents - For purposes of the balance sheet and statement of cash flows, t he Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The company has no cash equivalents d. Financial Instruments - Our Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, and related party payables, notes payable. The fair value of our companys cash equivalents is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities and related party payables approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is managements opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The company evaluates all of its agreements to determine if such instruments have 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. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument at inception and on subsequent valuation dates. The classification of derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of March 31, 2018, the Companys had none derivative financial instruments. As of March 31, 2017, the Companys derivative financial instruments were three convertible debt notes and one of then includes convertible warrant that are derivative due to the reset and dilutive issuance clause in the note relating to the conversion price from dilute share issuance. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: · Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in the active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurements. The Companys derivative instruments were reported at fair value using Level 2 inputs as discussed in Note 7. The Company uses level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Companys derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in result of operations as adjustments to fair value of derivatives. At March 31, 2018 and 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value As of March 31, 2018 Fair Value Measurements at March 31, 2018 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - $ Contingent consideration for business combination - - - - Total $ - $ - $ - $ - Description Fair Value As of March 31, 2017 Fair Value Measurements at March 31, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 173,690 $ - $ 173,690 $ Contingent consideration for business combination - - - - Total $ 173,690 $ - $ 173,690 $ - e. Earnings Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2018, all of our potentially dilutive securities outstanding are anti-dilutive and accordingly, basic loss and diluted loss per share are the same. Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company's Consolidated Balance Sheet. Diluted net loss per share is computed using the weighted average number of common shares outstanding and if dilutive; potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of convertible debt and warrants. The following table present the computation of basic and diluted net loss per share: For the Nine Months Ended March 31, 2018 2017 Net loss attributable to PureSnax $ (183,952) $ (225,143) Less: preferred stock dividends - - Net loss applicable to common stock $ (183,952) $ (225,143) Weighted average common shares outstanding - basic and diluted 40,642 13,657 Loss per share - basic and diluted $ (4.53) $ (16.49) f. Foreign Currency Translation The Companys initial operations will be in the United States however global expansion is anticipated which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Companys operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. g. Income Taxes - Our Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. h. Recently Issued Accounting Pronouncements - Jumpstart Our Business Startups Act (JOBS Act) Transition Accounting: pursuant to Section (b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates. In April 2016, the FASB issued Accounting Standards Update (ASU) 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing (ASU 2016-10). ASU 2016-10 was issued by the Board to improve Topic 606 by reducing: 1) The potential for diversity in practice at initial application 2) The cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: 1) Identify the contract(s) with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guide, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in ASU 2016-10 are for annual reporting periods beginning after March 31, 2017, including interim periods within that reporting period. FASB ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company is currently assessing this guidance for future implementation. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 3 - Related Party Transact
Note 3 - Related Party Transactions | 9 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 3 - Related Party Transactions | NOTE 3 RELATED PARTY TRANSACTIONS At March 31, 2018, Mr. Patrick Gosselin loaned the Company $21,713, Gosselin Consulting Group, Inc. loaned the Company $4,880. The amounts owed are unsecured, non-interest bearing, with an interest imputed at 2.09% per annum, and have no specified repayment terms. The loan to related parties is $26,593 as of March 31, 2018. |
Note 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 9 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 4 - Stockholders' Equity | NOTE 4 STOCKHOLDERS EQUITY The Companys authorized capital consists of 2,000,000,000 shares of common stock with a par value of $0.001 per share and 8,500,000 shares of preferred stock with a par value of $0.001 per share. On July 13, 2017 , Typenex elected to convert $5,960 of its convertible promissory note in the principal amount of $115,000 into 1,245 shares of the companys common stock at a conversion price of $4.79 . On August 1, 2017 , Typenex elected to convert $11,500 of its convertible promissory note in the principal amount of $115,000 into 1,668 shares of the companys common stock at a conversion price of $6.89 . On August 14, 2017 , Typenex elected to convert 11,750 of its convertible promissory note in the principal amount of $115,000 into 1,704 shares of the companys common stock at a conversion price of $6,89 . On August 29, 2017 , Typenex elected to convert $8,550 of its convertible promissory note in the principal amount of $115,000 into 1,717 shares of the companys common stock at a conversion price of $4.98 . On September 15, 2017 , Typenex elected to convert $7,892 of its convertible promissory note in the principal amount of $115,000 into 1,717 shares of the companys common stock at a conversion price of $4.60 . On September 25, 2017 , Typenex elected to convert $7,893 of its convertible promissory note in the principal amount of $115,000 into 1,717 shares of the companys common stock at a conversion price of $4.60 . On October 23, 2017 , Adar Bays LLC elected to convert $5,000 of its convertible promissory note in the principal amount of $30,000 into 1,305 shares of the companys common stock at a conversion price of $3.83 . The principal remaining after conversion was $25,000 . On November 2, 2017 , Adar Bays LLC elected to convert $4,890.85 of its convertible promissory note in the principal amount of $30,000 into 1,702 shares of the companys common stock at a conversion price of $2.87 . The principal remaining after conversion was $20,109.15 . On November 9, 2017 , Adar Bays LLC elected to convert $5,134.9 of its convertible promissory note in the principal amount of $30,000 into 1,787 shares of the companys common stock at a conversion price of $2.87 . The principal remaining after conversion was $14,974.25 . On November 10, 2017 , Adar Bays LLC elected to convert $5,391.13 of its convertible promissory note in the principal amount of $30,000 into 1,877 shares of the companys common stock at a conversion price of $2.87 . The principal remaining after conversion was $9,583.13 . On November 22, 2017 , Adar Bays LLC elected to convert $5,660.15 of its convertible promissory note in the principal amount of $30,000 into 1,970 shares of the companys common stock at a conversion price of $2.87 . The principal remaining after conversion was $3,922.97 . On December 6, 2017 , Adar Bays LLC elected to convert $3,000 of its convertible promissory note in the principal amount of $30,000 into 1,566 shares of the companys common stock at a conversion price of $1.92 . The principal remaining after conversion was $922.97 . On December 13, 2017 , Adar Bays LLC elected to convert the remaining $922.97 of its convertible promissory note in the principal amount of $30,000 , plus another $1,809.54 of accrued interest into 1,427 shares of the companys common stock at a conversion price of $13.33 . The principal remaining after conversion was $0 . On January 24, 2018, Adar Bays LLC elected to convert $2,123.89 of its convertible promissory note in the principal amount of $15,000 into 2,218 shares of the companys common stock at a conversion price of $0.96 . The principal remaining after conversion was $12,876.11. On January 26, 2018, Typenex elected to convert $7,550 of its convertible promissory note in the principal amount of $115,000 into 3,942 shares of the companys common stock at a conversion price of $1.92 . On February 7, 2018, Adar Bays LLC elected to convert $4,836.49 of its convertible promissory note in the principal amount of $15,000 into 2,525 shares of the companys common stock at a conversion price of $1.92 . The principal remaining after conversion was $8,039.62. On February 20, 2018, Adar Bays LLC elected to convert $5,001.66 of its convertible promissory note in the principal amount of $15,000 into 2,651 shares of the companys common stock at a conversion price of $1.89 . The principal remaining after conversion was $3,037.96. On February 20, 2018, Typenex elected to convert $6,032.94 of its convertible promissory note in the principal amount of $115,000 into 3,150 shares of the companys common stock at a conversion price of $1.92 . On February 26, 2018, Adar Bays LLC elected to convert the remaining $3,037.96 of its convertible promissory note in the principal amount of $15,000 , plus another $680.67 of accrued interest into 1,971 shares of the companys common stock at a conversion price of $1.54 . The principal remaining after conversion was $0. On February 26, 2018, Typenex elected to convert $6,700 of its convertible promissory note in the principal amount of $115,000 into 3,498 shares of the companys common stock at a conversion price of $1.92 . On March 8, 2018, Typenex elected to convert $12,000 of its convertible promissory note in the principal amount of $115,000 into 6,266 shares of the companys common stock at a conversion price of $1.92 . On March 21, 2018, Typenex elected to convert the remaining $8,301.25 of its convertible promissory note in the principal amount of $115,000 into 4,334 shares of the companys common stock at a conversion price of $1,92 . The principal investor remaining balance after conversion was $0. Warrants The Company issued several Notes in prior periods and converted them in the issuance of warrants. The following table summarizes information about the Companys warrants at March 31, 2018: Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding at June 30, 2016 3.99 $ - 2.67 $ - Granted - Warrant 1 Exercised - Portion W2 (2.84) 4.78 Granted - Warrant 2 - Outstanding at June 30, 2017 1.15 - 1.67 Exercised - Remaining W2 (1.15) 4.78 Granted - Warrant # 3 11.35 Exercised - Portion W3 (11.35) - - Outstanding at March 31, 2018 - $ - - $ Exercisable at March 31, 2018 - $ - - $ Most of the above warrants were issued in connection to conversion of convertible notes from Typenex Co-Investment, LLC. When the debt is converted, and warrants are issued, the Company determines the fair value of the warrants using the Black-Scholes model and takes a charge to interest expense at the date of issuance. The exercise price for warrants outstanding and exercisable at March 31, 2018 is as follows: Outstanding Exercisable Number of Warrants Exercise Price Number of Warrants Exercise Price - $ - - $ - |
Note 5 - Convertible Notes Paya
Note 5 - Convertible Notes Payable | 9 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 5 - Convertible Notes Payable | NOTE 5 CONVERTIBLE NOTES PAYABLE The Company issued convertible notes payable in 2017 and 2016. The outstanding balance and any accrued interest is due on maturity date. Under the agreement, the note can be convertible at holders discretion into common shares of the Company stock. The Companys convertible notes payable is as follows: Balance at Convertible Note Issuance Date Maturity Date Interest Rate Original Borrowing March 31, 2018 Note 1 EMA February 5, 2016 February 6, 2017 10% 30,000 $ - Note 3 Pinz March 1, 2016 March 1, 2017 10% 30,556 - Note 4 Typenex June 7, 2016 February 28, 2019 8% $ 27,500 - Note 5 Typenex February 1, 2017 March 2, 2019 8% 25,000 - Note 6 Adar February 8, 2017 February 8, 2018 8% 30,000 - Note 7 Adar BE#1 July 24, 2017 February 8, 2018 8% 15,000 - Total - Debt Discount - Net balance $ - As of March 31, 2018, convertible notes payables had $0 balance and all convertible notes were converted into common shares of the Companys stock The company adopted the provision of FASB ASC Topic, Derivatives and Hedging (ASC 815) (previously EITF 07-5, Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entitys Own Stock), as the convertible note agreement contained certain provision that the convertible note failed to pass the fixed for fixed criteria of the ASC 815, the conversion feature of the convertible debt should have to be bifurcated and recorded separately until the conversion date. Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and full ratchet provision which the Company valued the embedded derivative using the Black-Scholes method. The following table represent fair value of embedded derivative movement from the date of issuance to March 31, 2018. Embedded Derivative Liabilities Fair Value at Date of Issuance Fair Value at December 31, 2017 Changes In Fair Value Fair Value at March 31, 2018 Note 1 - Issued in 2016 $ - $ - $ - $ - Note 3 - Issued in 2016 - - - - Note 4 - Issued in 2016 - - - - Note 5 - Issued in 2017 44,642 27,268 (27,268) - Note 6 - Issued In 2017 53,592 - - - Note 7 - Issued In 2017 24,380 16,824 (16,824) - Warrant # 3 - Issued In 2017 5,847 (5,847) - Total $ (49,939) $ - EMA Convertible Note Transaction a) On February 5, 2016 , the Company issued a one-year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $30,000 . The note (i) is unsecured, (ii) bears interest at rate of ten ( 10 ) percent per annum, and (iii) was issued with an original issue discount of $3,500 . The principal is convertible into shares of the Companys common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to fifty percent (50%) of the lowest (20)-day volume weighted average closing bid price for the Companys common stock, as reported in the Stock Market, for the twenty (20- trading days immediately preceding the date of the notice of conversion, subject to downward adjustment in the event that the Company issues any securities at a price per share lower than the then-current conversion price, provided, however, that in no event shall the conversion price per share be less than $.00001. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature. Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7. The Company determined an initial derivative liability of $45,072 , which is recorded as a derivative liability as of the date of issuance while also recording an $30,000 debt discount on its balance sheet and $15,072 derivative expense on its profit and loss in relation to the bifurcation of the embedded conversion options of the note. The debt discount is being amortized over the one-year term. On February 7, 2017, EMA completed the final conversion and hereby surrendered the Note to the Company. Typenex Convertible Note Transaction a) On February 24, 2016 , the Company issued a one-year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $32,500 . The note (i) is unsecured, (ii) bears interest at rate of ten ( 10 ) percent per annum, and (iii) was issued with an original issue discount of $7,500 . In connection to the issuance of the Promissory Note, the Company also issued 4.47 common stock purchase warrants, with a term of three years, at an exercise price of $5,190.19 per share. The principal is convertible into shares of the Companys common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to fifty cents ($0.50) and the holder of the note may convert any or all of the principal outstanding into shares of the Companys common stock. However, in the event that Market Capitalization Falls below $15,000,000 at any time, then in such event (a) the Lender Conversion Price for all lender conversion occurring after the first date of such occurrence shall equal the lower of the lender conversion price and the market price as of any applicable date of Conversion, and (b) the true-up provision shall apply to all lender conversions that occur after the first date the market capitalization falls below $15,000,000. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature. Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7. The Company determined an initial derivative liability of $16,773 , which is recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the one-year term. On June 7, 2016 , the Company issued a one-year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $27,500 . The note (i) is unsecured, (ii) bears interest at rate of eight ( 8 ) percent per annum, and (iii) was issued with an original issue discount of $2,500 . The holder of the note may convert any or all of the principal outstanding into shares of the Companys common stock at $.50 per shares . In connection with the issuance of the Promissory Note, the Company also issued 1.66 common stock purchase warrants, with a term of three years, at an exercise price of $13,214.88 per share. The Company determined an initial derivative liability of $17,166 , which is recorded as a derivative liability as of the date of issuance while also recording an $17,166 debt discount on its balance sheet in relation to the bifurcation of the embedded conversion options of the note. The debt discount is being amortized over the one-year term. On March 21, 2018, Typenex completed the final conversion and hereby surrendered the Note to the Company Pinz Convertible Note Transaction On March 1, 2016 , the Company issued a one-year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $30,556 . The note (i) is unsecured, (ii) bears interest at rate of ten ( 10 ) percent per annum, and (iii) was issued with an original issue discount of $3,056 . The principal is convertible into shares of the Companys common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to sixty percent (60%) of the lowest (20)-day volume weighted average closing bid price for the Companys common stock, as reported in the Stock Market, for the twenty (20)-trading days immediately preceding the date of the notice of conversion, subject to downward adjustment in the event that the Company issues any securities at a price per share lower than the then-current conversion price, provided. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature. Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7. The Company determined an initial derivative liability of $28,885 , which is recorded as a derivative liability as of the date of issuance while also recording an $30,556 debt discount on its balance sheet, and $( 1,671 ) derivative expense on its profit and loss in relation to the bifurcation of the embedded conversion options of the note. The debt discount is being amortized over the one-year term. On October 25, 2016, Pinz completed the final conversion and hereby surrendered the Note to the Company. Derivative Liabilities The Convertible note discussed in Note 6 had a reset provision and a dilutive issuance clause that gave rise to a derivative liability. The reset provided for the conversion price to be adjusted downward in the event that the Company issued any securities at a price per shares than the then-current conversion price; provided, however, the holder(s) of the note may convert any or all of the principal outstanding into shares of the Companys common stock at a price equal to 50% and 60% of the lowest trading price of the common stock during the 20 trading days prior to issuing a notice of conversion to the Company and at $0.5 per shares. The fair value of the derivative liability was recorded and shown separately under current liabilities. Changes in the fair value derivative liability were recorded in the consolidated statement of operations under other income (expenses). The company evaluates all of its agreements to determine if such instruments have 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. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument The range of significant assumptions which the Company used to measure the fair value of the derivative liability at March 31, 2018 was as follows: Typenex Warrant 3 Converted Inception March 31, 2018 Stock price $ 0.69 $ - Risk free rate 0.94% - Volatility 129.67% - Exercise prices $ 0.43 $ - Terms (years) 2.73 - Typenex Converted Inception March 31, 2018 Stock price $ 0.0024 $ - Risk free rate 0.83% - Volatility 284.69% - Exercise prices $ 0.0012 $ - Terms (years) 1 - Adar Bay BE #1 Converted Inception March 31, 2018 Stock price $ 0.0009 $ - Risk free rate 1.23% - Volatility 296.64% - Exercise prices $ 0.0005 $ - Terms (years) 0.55 - The convertible notes were converted as of March 31, 2018 The following table represents the Companys derivative liability activity for the embedded conversion features for the nine months ended March 31, 2018 and for the year ended June 2017: Derivative liability balance, June 30, 2016 $ 112,243 Issuance of derivative liability during the year ended June 30, 2016 98,234 Change in derivative liability during the year ended June 30, 2016 (112,436) Derivative liability balance, June 30, 2017 $ 98,041 Issuance of derivative liability during the three months ended September 30, 2017 24,380 Change in derivative liability during the three months ended September 30, 2017 (13,762) Derivative liability balance, September 30, 2017 $ 108,659 Issuance of derivative liability during the three months ended December 31, 2017 - Change in derivative liability during the three months ended December 31, 2017 (58,720) Derivative liability balance, December 31, 2017 $ 49,939 Issuance of derivative liability during the three months ended March 31, 2018 - Change in derivative liability during the three months ended March 31, 2018 (49,939) Derivative liability balance, March 31, 2018 $ - Income Taxes The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Deferred income taxes arise from the temporary between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should significant change in ownership occur. For the nine months ended March 31, 2018 and 2017 the Company had net operating loss of approximately $183,952 and $225,143 respectively, that may be offset against future taxable income, if any, rateable through 2035. These carry-forwards are subject to review by the Internal Revenue Service. The deferred tax assets of at each date of $12,921, and $78,800 created by the net operating losses have been offset by a 100% valuation allowance because the likelihood of realization of the tax benefit cannot be determined. The effects of the temporary differences that give rise to significant portions of the deferred tax assets at March 31, 2018 and 2017 are as follows: March 31, March 31, 2018 2017 Deferred income tax assets Federal $ 38,630 $ 78,800 Valuation allowance (38,630) (78,800) Net deferred income tax assets $ - $ - There is no current or deferred tax expense for the six months ended March 31, 2018 and 2017. The company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in general and administrative expenses. |
Note 6 - Subsequent Events
Note 6 - Subsequent Events | 9 Months Ended |
Mar. 31, 2018 | |
Notes | |
Note 6 - Subsequent Events | NOTE 6 SUBSEQUENT EVENTS On April 16, 2018, we issued 2,656,250 shares of our Series A Convertible Preferred Stock and 14,712 shares of common stock to our CEO and director, Patrick Gosselin, as compensation for services rendered. On April 16, 2018, we issued 2,625,250 shares of our Series A Convertible Preferred Stock and 14,712 shares of common stock to our CFO and director, Mark Engler, as compensation for services rendered. On May 9, 2018, a 1 - 19,152 reverse split of the common stock was completed. The issued and outstanding shares of common stock were reduced from 1,999,999,999 to 104,428 shares. All share and per share amounts have been retroactively adjusted to reflect this reverse split. |
Note 2 - Summary of Significa12
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Basis of Presentation | a. Basis of Presentation - These financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. Our companys fiscal year end is June 30. |
Note 2 - Summary of Significa13
Note 2 - Summary of Significant Accounting Policies: Use of Estimates and Assumptions (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Use of Estimates and Assumptions | b. Use of Estimates and Assumptions - The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected |
Note 2 - Summary of Significa14
Note 2 - Summary of Significant Accounting Policies: Cash Equivalents (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Cash Equivalents | c. Cash Equivalents - For purposes of the balance sheet and statement of cash flows, t he Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The company has no cash equivalents |
Note 2 - Summary of Significa15
Note 2 - Summary of Significant Accounting Policies: Financial Instruments (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Financial Instruments | d. Financial Instruments - Our Companys financial instruments consist principally of cash, accounts payable and accrued liabilities, and related party payables, notes payable. The fair value of our companys cash equivalents is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities and related party payables approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is managements opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The company evaluates all of its agreements to determine if such instruments have 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. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument at inception and on subsequent valuation dates. The classification of derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of March 31, 2018, the Companys had none derivative financial instruments. As of March 31, 2017, the Companys derivative financial instruments were three convertible debt notes and one of then includes convertible warrant that are derivative due to the reset and dilutive issuance clause in the note relating to the conversion price from dilute share issuance. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: · Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in the active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurements. The Companys derivative instruments were reported at fair value using Level 2 inputs as discussed in Note 7. The Company uses level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Companys derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in result of operations as adjustments to fair value of derivatives. At March 31, 2018 and 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value As of March 31, 2018 Fair Value Measurements at March 31, 2018 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - $ Contingent consideration for business combination - - - - Total $ - $ - $ - $ - Description Fair Value As of March 31, 2017 Fair Value Measurements at March 31, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 173,690 $ - $ 173,690 $ Contingent consideration for business combination - - - - Total $ 173,690 $ - $ 173,690 $ - |
Note 2 - Summary of Significa16
Note 2 - Summary of Significant Accounting Policies: Earnings (Loss) Per Share (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Earnings (Loss) Per Share | e. Earnings Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2018, all of our potentially dilutive securities outstanding are anti-dilutive and accordingly, basic loss and diluted loss per share are the same. Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company's Consolidated Balance Sheet. Diluted net loss per share is computed using the weighted average number of common shares outstanding and if dilutive; potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of convertible debt and warrants. The following table present the computation of basic and diluted net loss per share: For the Nine Months Ended March 31, 2018 2017 Net loss attributable to PureSnax $ (183,952) $ (225,143) Less: preferred stock dividends - - Net loss applicable to common stock $ (183,952) $ (225,143) Weighted average common shares outstanding - basic and diluted 40,642 13,657 Loss per share - basic and diluted $ (4.53) $ (16.49) |
Note 2 - Summary of Significa17
Note 2 - Summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Foreign Currency Translation | f. Foreign Currency Translation The Companys initial operations will be in the United States however global expansion is anticipated which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Companys operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. |
Note 2 - Summary of Significa18
Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Income Taxes | g. Income Taxes - Our Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Note 2 - Summary of Significa19
Note 2 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Policies | |
Recently Issued Accounting Pronouncements | h. Recently Issued Accounting Pronouncements - Jumpstart Our Business Startups Act (JOBS Act) Transition Accounting: pursuant to Section (b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates. In April 2016, the FASB issued Accounting Standards Update (ASU) 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing (ASU 2016-10). ASU 2016-10 was issued by the Board to improve Topic 606 by reducing: 1) The potential for diversity in practice at initial application 2) The cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: 1) Identify the contract(s) with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guide, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in ASU 2016-10 are for annual reporting periods beginning after March 31, 2017, including interim periods within that reporting period. FASB ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company is currently assessing this guidance for future implementation. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies: Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Description Fair Value As of March 31, 2018 Fair Value Measurements at March 31, 2018 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - $ Contingent consideration for business combination - - - - Total $ - $ - $ - $ - Description Fair Value As of March 31, 2017 Fair Value Measurements at March 31, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Derivative liability $ 173,690 $ - $ 173,690 $ Contingent consideration for business combination - - - - Total $ 173,690 $ - $ 173,690 $ - |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies: Earnings (Loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | For the Nine Months Ended March 31, 2018 2017 Net loss attributable to PureSnax $ (183,952) $ (225,143) Less: preferred stock dividends - - Net loss applicable to common stock $ (183,952) $ (225,143) Weighted average common shares outstanding - basic and diluted 40,642 13,657 Loss per share - basic and diluted $ (4.53) $ (16.49) |
Note 4 - Stockholders' Equity_
Note 4 - Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Number of Units Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding at June 30, 2016 3.99 $ - 2.67 $ - Granted - Warrant 1 Exercised - Portion W2 (2.84) 4.78 Granted - Warrant 2 - Outstanding at June 30, 2017 1.15 - 1.67 Exercised - Remaining W2 (1.15) 4.78 Granted - Warrant # 3 11.35 Exercised - Portion W3 (11.35) - - Outstanding at March 31, 2018 - $ - - $ Exercisable at March 31, 2018 - $ - - $ |
Note 4 - Stockholders' Equity23
Note 4 - Stockholders' Equity: Schedule of exercise price for warrants outstanding and exercisable (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of exercise price for warrants outstanding and exercisable | Outstanding Exercisable Number of Warrants Exercise Price Number of Warrants Exercise Price - $ - - $ - |
Note 5 - Convertible Notes Pa24
Note 5 - Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | Balance at Convertible Note Issuance Date Maturity Date Interest Rate Original Borrowing March 31, 2018 Note 1 EMA February 5, 2016 February 6, 2017 10% 30,000 $ - Note 3 Pinz March 1, 2016 March 1, 2017 10% 30,556 - Note 4 Typenex June 7, 2016 February 28, 2019 8% $ 27,500 - Note 5 Typenex February 1, 2017 March 2, 2019 8% 25,000 - Note 6 Adar February 8, 2017 February 8, 2018 8% 30,000 - Note 7 Adar BE#1 July 24, 2017 February 8, 2018 8% 15,000 - Total - Debt Discount - Net balance $ - |
Note 5 - Convertible Notes Pa25
Note 5 - Convertible Notes Payable: Schedule of Derivative Instruments (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Derivative Instruments | Embedded Derivative Liabilities Fair Value at Date of Issuance Fair Value at December 31, 2017 Changes In Fair Value Fair Value at March 31, 2018 Note 1 - Issued in 2016 $ - $ - $ - $ - Note 3 - Issued in 2016 - - - - Note 4 - Issued in 2016 - - - - Note 5 - Issued in 2017 44,642 27,268 (27,268) - Note 6 - Issued In 2017 53,592 - - - Note 7 - Issued In 2017 24,380 16,824 (16,824) - Warrant # 3 - Issued In 2017 5,847 (5,847) - Total $ (49,939) $ - |
Note 5 - Convertible Notes Pa26
Note 5 - Convertible Notes Payable: Schedule of assumptions used to measure the fair value of the derivative liability (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of assumptions used to measure the fair value of the derivative liability | Typenex Warrant 3 Converted Inception March 31, 2018 Stock price $ 0.69 $ - Risk free rate 0.94% - Volatility 129.67% - Exercise prices $ 0.43 $ - Terms (years) 2.73 - Typenex Converted Inception March 31, 2018 Stock price $ 0.0024 $ - Risk free rate 0.83% - Volatility 284.69% - Exercise prices $ 0.0012 $ - Terms (years) 1 - Adar Bay BE #1 Converted Inception March 31, 2018 Stock price $ 0.0009 $ - Risk free rate 1.23% - Volatility 296.64% - Exercise prices $ 0.0005 $ - Terms (years) 0.55 - |
Note 5 - Convertible Notes Pa27
Note 5 - Convertible Notes Payable: Schedule of Derivative Liability Activity (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Derivative Liability Activity | Derivative liability balance, June 30, 2016 $ 112,243 Issuance of derivative liability during the year ended June 30, 2016 98,234 Change in derivative liability during the year ended June 30, 2016 (112,436) Derivative liability balance, June 30, 2017 $ 98,041 Issuance of derivative liability during the three months ended September 30, 2017 24,380 Change in derivative liability during the three months ended September 30, 2017 (13,762) Derivative liability balance, September 30, 2017 $ 108,659 Issuance of derivative liability during the three months ended December 31, 2017 - Change in derivative liability during the three months ended December 31, 2017 (58,720) Derivative liability balance, December 31, 2017 $ 49,939 Issuance of derivative liability during the three months ended March 31, 2018 - Change in derivative liability during the three months ended March 31, 2018 (49,939) Derivative liability balance, March 31, 2018 $ - |
Note 5 - Convertible Notes Pa28
Note 5 - Convertible Notes Payable: Schedule of Deferred Tax Assets and Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | March 31, March 31, 2018 2017 Deferred income tax assets Federal $ 38,630 $ 78,800 Valuation allowance (38,630) (78,800) Net deferred income tax assets $ - $ - |
Note 1 - Nature of Business a29
Note 1 - Nature of Business and Continuance of Operations (Details) | 9 Months Ended |
Mar. 31, 2018 | |
Details | |
Entity Incorporation, State Country Name | Nevada |
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 |
Note 2 - Summary of Significa30
Note 2 - Summary of Significant Accounting Policies: Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Derivative Liability | $ 0 | $ 173,690 |
Contingent consideration for business combination | 0 | |
Financial Liabilities Fair Value Disclosure | 0 | 173,690 |
Fair Value, Inputs, Level 1 | ||
Derivative Liability | 0 | 0 |
Contingent consideration for business combination | 0 | |
Financial Liabilities Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Derivative Liability | 0 | 173,690 |
Contingent consideration for business combination | 0 | |
Financial Liabilities Fair Value Disclosure | 0 | 173,690 |
Fair Value, Inputs, Level 3 | ||
Contingent consideration for business combination | 0 | |
Financial Liabilities Fair Value Disclosure | $ 0 | $ 0 |
Note 2 - Summary of Significa31
Note 2 - Summary of Significant Accounting Policies: Earnings (Loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Details | ||||
Net Income (Loss) | $ (183,952) | $ (225,143) | ||
Preferred Stock Dividends and Other Adjustments | 0 | 0 | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (183,952) | $ (225,143) | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 55,515 | 13,657 | 40,642 | 13,657 |
Basic and diluted income/(loss) per share | $ (2.51) | $ (11.92) | $ (4.53) | $ (16.49) |
Note 3 - Related Party Transa32
Note 3 - Related Party Transactions (Details) | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Mr. Patrick Gosselin | |
Related Party Transaction, Date | Mar. 31, 2018 |
Related Party Transaction, Description of Transaction | Mr. Patrick Gosselin loaned the Company |
Related Party Transaction, Amounts of Transaction | $ 21,713 |
Gosselin Consulting Group, Inc. | |
Related Party Transaction, Description of Transaction | Gosselin Consulting Group, Inc. loaned the Company |
Related Party Transaction, Amounts of Transaction | $ 4,880 |
Mr. Patrick Gosselin and Gosselin Consulting Group, Inc. | |
Debt Instrument, Collateral | unsecured |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
Debt Instrument, Payment Terms | no specified repayment terms |
Long-term Debt | $ 26,593 |
Note 4 - Stockholders' Equity (
Note 4 - Stockholders' Equity (Details) - USD ($) | 9 Months Ended | ||||||||
Mar. 31, 2018 | Dec. 13, 2017 | Dec. 06, 2017 | Nov. 22, 2017 | Nov. 10, 2017 | Nov. 09, 2017 | Nov. 02, 2017 | Oct. 23, 2017 | Jun. 30, 2017 | |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Authorized | 8,500,000 | 8,500,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
On July 13, 2017 | |||||||||
Sale of Stock, Transaction Date | Jul. 13, 2017 | ||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $5,960 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 1,245 | ||||||||
Sale of Stock, Price Per Share | $ 4.79 | ||||||||
On August 1, 2017 | |||||||||
Sale of Stock, Transaction Date | Aug. 1, 2017 | ||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $11,500 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 1,668 | ||||||||
Sale of Stock, Price Per Share | $ 6.89 | ||||||||
On August 14, 2017 | |||||||||
Sale of Stock, Transaction Date | Aug. 14, 2017 | ||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert 11,750 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 1,704 | ||||||||
Sale of Stock, Price Per Share | $ 689 | ||||||||
On August 29, 2017 | |||||||||
Sale of Stock, Transaction Date | Aug. 29, 2017 | ||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $8,550 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 1,717 | ||||||||
Sale of Stock, Price Per Share | $ 4.98 | ||||||||
On September 15, 2017 | |||||||||
Sale of Stock, Transaction Date | Sep. 15, 2017 | ||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $7,892 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 1,717 | ||||||||
Sale of Stock, Price Per Share | $ 4.60 | ||||||||
On September 25 , 2017 | |||||||||
Sale of Stock, Transaction Date | Sep. 25, 2017 | ||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $7,893 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 1,717 | ||||||||
Sale of Stock, Price Per Share | $ 4.60 | ||||||||
October 23, 2017 | |||||||||
Sale of Stock, Transaction Date | Oct. 23, 2017 | ||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $5,000 of its convertible promissory note in the principal amount of $30,000 | ||||||||
Shares, Issued | 1,305 | ||||||||
Sale of Stock, Price Per Share | $ 3.83 | ||||||||
Long-term Debt | $ 25,000 | ||||||||
November 2, 2017 | |||||||||
Sale of Stock, Transaction Date | Nov. 2, 2017 | ||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $4,890.85 of its convertible promissory note in the principal amount of $30,000 | ||||||||
Shares, Issued | 1,702 | ||||||||
Sale of Stock, Price Per Share | $ 2.87 | ||||||||
Long-term Debt | $ 20,109.15 | ||||||||
November 9, 2017 | |||||||||
Sale of Stock, Transaction Date | Nov. 9, 2017 | ||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $5,134.9 of its convertible promissory note in the principal amount of $30,000 | ||||||||
Shares, Issued | 1,787 | ||||||||
Sale of Stock, Price Per Share | $ 2.87 | ||||||||
Long-term Debt | $ 14,974.25 | ||||||||
November 10, 2017 | |||||||||
Sale of Stock, Transaction Date | Nov. 10, 2017 | ||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $5,391.13 of its convertible promissory note in the principal amount of $30,000 | ||||||||
Shares, Issued | 1,877 | ||||||||
Sale of Stock, Price Per Share | $ 2.87 | ||||||||
Long-term Debt | $ 9,583.13 | ||||||||
November 22, 2017 | |||||||||
Sale of Stock, Transaction Date | Nov. 22, 2017 | ||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $5,660.15 of its convertible promissory note in the principal amount of $30,000 | ||||||||
Shares, Issued | 1,970 | ||||||||
Sale of Stock, Price Per Share | $ 2.87 | ||||||||
Long-term Debt | $ 3,922.97 | ||||||||
December 6, 2017 | |||||||||
Sale of Stock, Transaction Date | Dec. 6, 2017 | ||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $3,000 of its convertible promissory note in the principal amount of $30,000 | ||||||||
Shares, Issued | 1,566 | ||||||||
Sale of Stock, Price Per Share | $ 1.92 | ||||||||
Long-term Debt | $ 922.97 | ||||||||
December 13, 2017 | |||||||||
Sale of Stock, Transaction Date | Dec. 13, 2017 | ||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert the remaining $922.97 of its convertible promissory note in the principal amount of $30,000, plus another $1,809.54 of accrued interest | ||||||||
Shares, Issued | 1,427 | ||||||||
Sale of Stock, Price Per Share | $ 13.33 | ||||||||
Long-term Debt | $ 0 | ||||||||
January 24, 2018 | |||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $2,123.89 of its convertible promissory note in the principal amount of $15,000 | ||||||||
Shares, Issued | 2,218 | ||||||||
Sale of Stock, Price Per Share | $ 0.96 | ||||||||
January 26, 2018 | |||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $7,550 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 3,942 | ||||||||
Sale of Stock, Price Per Share | $ 1.92 | ||||||||
February 7, 2018 | |||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $4,836.49 of its convertible promissory note in the principal amount of $15,000 | ||||||||
Shares, Issued | 2,525 | ||||||||
Sale of Stock, Price Per Share | $ 1.92 | ||||||||
February 20, 2018 | |||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert $5,001.66 of its convertible promissory note in the principal amount of $15,000 | ||||||||
Shares, Issued | 2,651 | ||||||||
Sale of Stock, Price Per Share | $ 1.89 | ||||||||
On February 20, 2018 | |||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $6,032.94 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 3,150 | ||||||||
Sale of Stock, Price Per Share | $ 1.92 | ||||||||
February 26, 2018 | |||||||||
Sale of Stock, Description of Transaction | Adar Bays LLC elected to convert the remaining $3,037.96 of its convertible promissory note in the principal amount of $15,000, plus another $680.67 of accrued interest | ||||||||
Shares, Issued | 1,971 | ||||||||
Sale of Stock, Price Per Share | $ 1.54 | ||||||||
On February 26, 2018 | |||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $6,700 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 3,498 | ||||||||
Sale of Stock, Price Per Share | $ 1.92 | ||||||||
March 8, 2018 | |||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert $12,000 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 6,266 | ||||||||
Sale of Stock, Price Per Share | $ 1.92 | ||||||||
March 21, 2018 | |||||||||
Sale of Stock, Description of Transaction | Typenex elected to convert the remaining $8,301.25 of its convertible promissory note in the principal amount of $115,000 | ||||||||
Shares, Issued | 4,334 | ||||||||
Sale of Stock, Price Per Share | $ 192 |
Note 4 - Stockholders' Equity34
Note 4 - Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | |
Details | ||
Warrants Outstanding | $ 1.15 | $ 3.99 |
Warrants Outstanding - Weighted Average Exercise Price | $ / shares | $ 0 | $ 0 |
Warrants Outstanding - Weighted Average Remaining Contractual Term in years | 1.67 | 2.67 |
Warrants Granted (Warrant 1) | $ 11.35 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 0 | (2.84) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0 | $ 4.78 |
Warrants Granted (Warrant 2) | $ 0 | |
Warrants Outstanding | $ 0 | $ 1.15 |
Warrants Outstanding - Weighted Average Exercise Price | $ / shares | $ 0 | $ 0 |
Warrants Outstanding - Weighted Average Remaining Contractual Term in years | 0 | 1.67 |
Exercised - Remaining W2 | $ (1.15) | |
Exercised - Remaining W2, Weighted Average Exerciese Price | $ / shares | $ 4.78 | |
Exercised - Portion W3 | $ (11.35) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 0 years |
Note 4 - Stockholders' Equity35
Note 4 - Stockholders' Equity: Schedule of exercise price for warrants outstanding and exercisable (Details) | 9 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Details | |
Warrants Outstanding | shares | 0 |
Warrants Outstanding, Exercise Price | $ / shares | $ 0 |
Warrants Exercisable | shares | 0 |
Warrants Exercisable, Exercise Price | $ / shares | $ 0 |
Note 5 - Convertible Notes Pa36
Note 5 - Convertible Notes Payable: Schedule of Convertible Notes Payable (Details) | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Note 1 - EMA | |
Issuance Date | Feb. 5, 2016 |
Maturity Date | Feb. 6, 2017 |
Interest Rate | 10.00% |
Original Borrowing | $ 30,000 |
Long-term Debt, Gross | $ 0 |
Note 3 - Pinz | |
Issuance Date | Mar. 1, 2016 |
Maturity Date | Mar. 1, 2017 |
Interest Rate | 10.00% |
Original Borrowing | $ 30,556 |
Long-term Debt, Gross | $ 0 |
Note 4 - Typenex | |
Issuance Date | Jun. 7, 2016 |
Maturity Date | Feb. 28, 2019 |
Interest Rate | 8.00% |
Original Borrowing | $ 27,500 |
Long-term Debt, Gross | $ 0 |
Note 5 Typenex | |
Issuance Date | Feb. 1, 2017 |
Maturity Date | Mar. 2, 2019 |
Interest Rate | 8.00% |
Original Borrowing | $ 25,000 |
Long-term Debt, Gross | $ 0 |
Note 6 Adar | |
Issuance Date | Feb. 8, 2017 |
Maturity Date | Feb. 8, 2018 |
Interest Rate | 8.00% |
Original Borrowing | $ 30,000 |
Long-term Debt, Gross | $ 0 |
Note 7 Adar BE#1 | |
Issuance Date | Jul. 24, 2017 |
Maturity Date | Feb. 8, 2018 |
Interest Rate | 8.00% |
Original Borrowing | $ 15,000 |
Long-term Debt, Gross | 0 |
Long-term Debt, Gross | $ 0 |
Note 5 - Convertible Notes Pa37
Note 5 - Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Convertible notes payables, Balance | $ 0 | |
Derivative expense | $ 1,671 | |
Debt Instrument, Convertible, Terms of Conversion Feature | holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at $.50 per shares | |
Current Tax Expemse | $ 0 | $ 0 |
Deferred Tax Expemse | $ 0 | $ 0 |
EMA Convertible Note Transaction | ||
Issuance Date | Feb. 5, 2016 | |
Debt Instrument, Description | one-year convertible note | |
Original Borrowing | $ 30,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Unamortized Discount, Current | $ 3,500 | |
Derivative expense | 45,072 | |
Derivative expense | 30,000 | |
Derivative expense | $ 15,072 | |
Typenex Convertible Note Transaction 1 | ||
Issuance Date | Feb. 24, 2016 | |
Debt Instrument, Description | one-year convertible note | |
Original Borrowing | $ 32,500 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Unamortized Discount, Current | $ 7,500 | |
Derivative expense | $ 16,773 | |
Typenex Convertible Note Transaction 2 | ||
Issuance Date | Jun. 7, 2016 | |
Debt Instrument, Description | one-year convertible note | |
Original Borrowing | $ 27,500 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
Debt Instrument, Unamortized Discount, Current | $ 2,500 | |
Derivative expense | $ 17,166 | |
Common Stock Purchase Warrants Issued | 1.66 | |
Pinz Convertible Note Transaction | ||
Issuance Date | Mar. 1, 2016 | |
Debt Instrument, Description | one-year convertible note | |
Original Borrowing | $ 30,556 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Unamortized Discount, Current | $ 3,056 | |
Derivative expense | 28,885 | |
Derivative expense | $ 30,556 |
Note 5 - Convertible Notes Pa38
Note 5 - Convertible Notes Payable: Schedule of Derivative Instruments (Details) | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Note 1 - Issued in 2016 | |
Embedded Derivative Liabilities - Fair Value at Date of Issuance | $ 0 |
Embedded Derivative Liabilities, Fair Value at Start of Period | 0 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | 0 |
Embedded Derivative Liabilities - Fair Value at End of Period | 0 |
Note 3 - Issued in 2016 | |
Embedded Derivative Liabilities - Fair Value at Date of Issuance | 0 |
Embedded Derivative Liabilities, Fair Value at Start of Period | 0 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | 0 |
Embedded Derivative Liabilities - Fair Value at End of Period | 0 |
Note 4 - Issued in 2016 | |
Embedded Derivative Liabilities - Fair Value at Date of Issuance | 0 |
Embedded Derivative Liabilities, Fair Value at Start of Period | 0 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | 0 |
Embedded Derivative Liabilities - Fair Value at End of Period | 0 |
Note 5 - Issued in 2017 | |
Embedded Derivative Liabilities - Fair Value at Date of Issuance | 44,642 |
Embedded Derivative Liabilities, Fair Value at Start of Period | 27,268 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | (27,268) |
Embedded Derivative Liabilities - Fair Value at End of Period | 0 |
Note 6 - Issued In 2017 | |
Embedded Derivative Liabilities - Fair Value at Date of Issuance | 53,592 |
Embedded Derivative Liabilities, Fair Value at Start of Period | 0 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | 0 |
Embedded Derivative Liabilities - Fair Value at End of Period | 0 |
Note 7 - Issued In 2017 | |
Embedded Derivative Liabilities - Fair Value at Date of Issuance | 24,380 |
Embedded Derivative Liabilities, Fair Value at Start of Period | 16,824 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | (16,824) |
Embedded Derivative Liabilities - Fair Value at End of Period | 0 |
Warrant # 3 - Issued In 2017 | |
Embedded Derivative Liabilities, Fair Value at Start of Period | 5,847 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | (5,847) |
Embedded Derivative Liabilities - Fair Value at End of Period | 0 |
Embedded Derivative Liabilities - Change in Fair Value since Issuance | (49,939) |
Embedded Derivative Liabilities - Fair Value at End of Period | $ 0 |
Note 5 - Convertible Notes Pa39
Note 5 - Convertible Notes Payable: Schedule of assumptions used to measure the fair value of the derivative liability (Details) | 9 Months Ended |
Mar. 31, 2018$ / shares | |
Inception | Typenex Warrant 3 | |
Share Price | $ 0.69 |
Fair Value Assumptions, Risk Free Interest Rate | 0.94% |
Fair Value Assumptions, Expected Volatility Rate | 129.67% |
Fair Value Assumptions, Exercise Price | $ 0.43 |
Fair Value Assumptions, Expected Term | 2 years 8 months 23 days |
Inception | Typenex | |
Share Price | $ 0.0024 |
Fair Value Assumptions, Risk Free Interest Rate | 0.83% |
Fair Value Assumptions, Expected Volatility Rate | 284.69% |
Fair Value Assumptions, Exercise Price | $ 0.0012 |
Fair Value Assumptions, Expected Term | 1 year |
Inception | Note 7 Adar BE#1 | |
Share Price | $ 0.0009 |
Fair Value Assumptions, Risk Free Interest Rate | 1.23% |
Fair Value Assumptions, Expected Volatility Rate | 296.64% |
Fair Value Assumptions, Exercise Price | $ 0.0005 |
Fair Value Assumptions, Expected Term | 6 months 18 days |
End of Period | Typenex Warrant 3 | |
Share Price | $ 0 |
Fair Value Assumptions, Risk Free Interest Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 0.00% |
Fair Value Assumptions, Exercise Price | $ 0 |
Fair Value Assumptions, Expected Term | 0 years |
End of Period | Typenex | |
Share Price | $ 0 |
Fair Value Assumptions, Risk Free Interest Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 0.00% |
Fair Value Assumptions, Exercise Price | $ 0 |
Fair Value Assumptions, Expected Term | 0 years |
End of Period | Note 7 Adar BE#1 | |
Share Price | $ 0 |
Fair Value Assumptions, Risk Free Interest Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 0.00% |
Fair Value Assumptions, Exercise Price | $ 0 |
Fair Value Assumptions, Expected Term | 0 years |
Note 5 - Convertible Notes Pa40
Note 5 - Convertible Notes Payable: Schedule of Derivative Liability Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | |
Details | ||||
Derivative Liability - Balance | $ 49,939 | $ 108,659 | $ 98,041 | $ 112,243 |
Derivative Liability - Issuance | 0 | 0 | 24,380 | 98,234 |
Change in Derivative Liability during period | (49,939) | (58,720) | (13,762) | (112,436) |
Derivative Liability - Balance | $ 0 | $ 49,939 | $ 108,659 | $ 98,041 |
Note 5 - Convertible Notes Pa41
Note 5 - Convertible Notes Payable: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Deferred income tax assets | ||
Deferred Tax Assets, Gross | $ 38,630 | $ 78,800 |
Deferred Tax Assets, Valuation Allowance | (38,630) | (78,800) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Note 6 - Subsequent Events (Det
Note 6 - Subsequent Events (Details) | 9 Months Ended |
Mar. 31, 2018 | |
Event 1 | |
Subsequent Event, Date | Apr. 16, 2018 |
Subsequent Event, Description | we issued 2,656,250 shares of our Series A Convertible Preferred Stock and 14,712 shares of common stock to our CEO |
Event 2 | |
Subsequent Event, Date | Apr. 16, 2018 |
Subsequent Event, Description | we issued 2,625,250 shares of our Series A Convertible Preferred Stock and 14,712 shares of common stock to our CFO |
Event 3 | |
Subsequent Event, Date | May 9, 2018 |
Subsequent Event, Description | a 1 - 19,152 reverse split of the common stock was completed |