Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Sep. 15, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | GLOBAL WHOLEHEALTH PARTNERS CORPORATION | ||
Entity Central Index Key | 0001598308 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | Yes | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jun. 30, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 82,057,885 | ||
Entity Public Float | $ 24,696,760 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 000-56035 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 46-2316220 | ||
Entity Address Address Line 1 | 1402 N El Camino Real | ||
Entity Address City Or Town | San Clemente | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 92672 | ||
City Area Code | 714 | ||
Local Phone Number | 392-9752 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash | $ 74,702 | $ 14,497 |
Accounts receivable | 0 | 0 |
Prepaid expenses and other current assets | 27,918 | 15,064 |
Inventory, net | 29,681 | 152,147 |
Deferred financing costs | 271,814 | 0 |
Total current assets | 404,115 | 181,708 |
Equipment, net of accumulated depreciation of $1,067 | 2,438 | 0 |
Investment in related party common stock | 5,000 | |
Total assets | 411,553 | 181,708 |
Current liabilities: | ||
Related party note | 2,785 | 120,965 |
Convertible notes payable, net of discount of $27,460 and $25,149, respectively | 85,000 | 69,851 |
Notes payable | 43,320 | 0 |
Accounts payable and accrued liabilities | 148,946 | 46,321 |
Related party payables | 228,598 | 4,306 |
Total current liabilities | 508,649 | 241,443 |
Total liabilities | 508,649 | 241,443 |
Stockholders' equity (deficit): | ||
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2021 and 2020 | 0 | 0 |
Common stock; $0.001 par value, 400,000,000 shares authorized, 78,713,899 and 59,966,358 shares issued and outstanding at June 30, 2021 and 2020, respectively | 78,714 | 59,966 |
Common stock payable | 77,061 | 0 |
Additional paid-in capital | 13,529,861 | 4,628,908 |
Retained deficit | (13,782,732) | (4,748,609) |
Total stockholders' equity (deficit) | (97,096) | (59,735) |
Total liabilities and stockholders' equity (deficit) | $ 411,553 | $ 181,708 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Consolidated Balance Sheets | ||
Convertible note payable, net of debt discount | $ 27,460 | $ 25,149 |
Equipment, net of accumulated depreciation | $ 1,067 | $ 0 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 78,713,899 | 59,966,358 |
Common stock, shares outstanding | 78,713,899 | 59,966,358 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Statements Of Operations | ||
Revenue | $ 40,196 | $ 241,624 |
Cost of revenue | 201,495 | 150,588 |
Gross profit | (161,299) | 91,036 |
Operating expenses | ||
Professional fees | 83,790 | 61,550 |
Research and development - related party | 461,040 | 492,440 |
Research and development | 20,700 | 20,563 |
Selling, general and administrative - related party | 1,690,204 | 1,512,422 |
Selling, general and administrative | 1,170,858 | 2,269,656 |
Total operating expense | 3,426,592 | 4,356,631 |
Loss from operations | (3,587,891) | (4,265,595) |
Other income (expense) | ||
Interest expense | (802,301) | (2,857) |
Amortization of debt discount | (163,931) | (17,075) |
Loss on related party transfer of intangible assets | (4,480,000) | 0 |
Total other income (expense) | (5,446,232) | (19,932) |
Net loss | $ (9,034,123) | $ (4,285,527) |
Basic and Diluted Loss per Common Share | $ (0.14) | $ (0.07) |
Weighted average number of common shares outstanding - basic and diluted | 65,905,595 | 57,804,167 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Common Stock Payable | Retained Earnings |
Balance, shares at Jun. 30, 2019 | 56,116,358 | ||||
Balance, amount at Jun. 30, 2019 | $ 19,818 | $ 56,116 | $ 426,784 | $ (463,082) | $ 0 |
Common stock issued to related party for cash at $0.01 per share, shares | 2,000,000 | ||||
Common stock issued to related party for cash at $0.01 per share, amount | 20,000 | $ 2,000 | 18,000 | 0 | 0 |
Issuance of common stock for services, shares | 1,850,000 | ||||
Issuance of common stock for services, amount | 3,700,000 | $ 1,850 | 3,698,150 | 0 | 0 |
Forgiveness of related party advances | 443,750 | 0 | 443,750 | 0 | 0 |
Discount on convertible promissory notes due to beneficial conversion feature | 42,224 | 0 | 42,224 | 0 | 0 |
Net loss for the year ended June 30, 2020 | (4,285,527) | $ 0 | 0 | 0 | (4,285,527) |
Balance, shares at Jun. 30, 2020 | 59,966,358 | ||||
Balance, amount at Jun. 30, 2020 | (59,735) | $ 59,966 | 4,628,908 | 0 | (4,748,609) |
Issuance of common stock for services, shares | 514,298 | ||||
Issuance of common stock for services, amount | 430,000 | $ 514 | 429,486 | 0 | 0 |
Discount on convertible promissory notes due to beneficial conversion feature | 145,617 | $ 0 | 145,617 | 0 | 0 |
Common stock sold pursuant to the EMC2 SPA, shares | 721,663 | ||||
Common stock sold pursuant to the EMC2 SPA, amount | 0 | $ 722 | (722) | 0 | 0 |
Common stock issued upon conversion of convertible promissory note, shares | 146,486 | ||||
Common stock issued upon conversion of convertible promissory note, amount | 132,711 | $ 147 | 55,503 | 77,061 | 0 |
Common stock issued for services, shares | 2,950,000 | ||||
Common stock issued for services, amount | 2,544,000 | $ 2,950 | 2,541,050 | 0 | 0 |
Common stock issued for license agreements with Charles Strongo, shares | 8,000,000 | ||||
Common stock issued for license agreements with Charles Strongo, amount | 4,480,000 | $ 8,000 | 4,472,000 | 0 | 0 |
Investment in related party common stock, shares | 5,000,000 | ||||
Investment in related party common stock, amount | 5,000 | $ 5,000 | 0 | 0 | 0 |
Common stock issued as compensation for financings, shares | 1,415,094 | ||||
Common stock issued as compensation for financings, amount | 1,259,434 | $ 1,415 | 1,258,019 | 0 | 0 |
Net loss for the year ended June 30, 2021 | (9,034,123) | $ 0 | 0 | 0 | (9,034,123) |
Balance, shares at Jun. 30, 2021 | 78,713,899 | ||||
Balance, amount at Jun. 30, 2021 | $ (97,096) | $ 78,714 | $ 13,529,861 | $ (77,061) | $ 13,782,732 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (9,034,123) | $ (4,285,527) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Loss on related party transfer of intangible assets | 4,480,000 | 0 |
Common stock issued for services | 2,544,000 | 3,700,000 |
Amortization of debt discount | 163,931 | 17,075 |
Interest recorded on compensatory warrants | 737,569 | 0 |
Depreciation and amortization | 1,067 | 0 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | 0 | 0 |
(Increase) decrease in prepaid expenses and other current assets | (12,854) | (15,064) |
(Increase) decrease in inventory | 122,466 | (152,147) |
Increase (decrease) in accounts payable and accrued expenses | 127,336 | 46,321 |
Increase (decrease) related party payables | 227,806 | 4,206 |
Net cash flows used in operating activities | (642,802) | (685,136) |
Cash flows used in investing activity | ||
Purchase of equipment | (3,505) | 0 |
Net cash flows used in investing activity | (3,505) | 0 |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 680,051 | 20,000 |
Proceeds from convertible promissory notes | 162,000 | 95,000 |
Payments on convertible promissory notes | (73,000) | 0 |
Proceeds from promissory notes | 75,000 | 0 |
Payments on promissory notes | (15,845) | 0 |
Proceeds from related party note, net | 144,576 | 564,715 |
Payments of related party note | (266,270) | 0 |
Net cash flows from financing activities | 706,512 | 679,715 |
Change in cash | 60,205 | (5,421) |
Cash at beginning of period | 14,497 | 19,918 |
Cash at end of period | 74,702 | 14,497 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 32,680 | 0 |
Income taxes paid in cash | 0 | 0 |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued for conversion of note payable | 132,711 | 0 |
Debt discount recorded for beneficial conversion feature | $ 145,617 | $ 0 |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Jun. 30, 2021 | |
Organization and Going Concern | |
NOTE 1 - Organization and Going Concern | NOTE 1 – Organization and Going Concern Organization Global WholeHealth Partners Corporation was incorporated on March 7, 2013 in the State of Nevada under the name Texas Jack Oil and Gas Corp. On May 9, 2019, the Company amended its Articles of Incorporation to effect a change of name to Global WholeHealth Partners Corporation. The Company’s ticker symbol changed to GWHP. The Company sells and develops in-vitro diagnostic products, including rapid diagnostic tests, such as the COVID-19 Test, 6-minute rapid whole blood Ebola Test, 6-minute whole blood Zika test, 8-minute whole blood rapid TB test and over 75 other tests. The Company was originally organized for the purpose of exploration of Oil and Gas. However, the Company was unable to establish an oil and gas concern and was abandoned in 2016. On February 27, 2019, the Clark County District Court of Nevada appointed a custodian to the Company. The custodian reestablished the Company in good standing. On May 9, 2019, the Board reverse split (1-for-500) the outstanding Common Shares of 58,172,000 to 116,358 shares. May 23, 2019, the Company and LionsGate Funding Group LLC (“ LionsGate SPA Global Private Going Concern The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds, and funds from the sale of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies | |
NOTE 2 - Significant Accounting Policies | NOTE 2 – Significant Accounting Policies Principles of Consolidation Global WholeHealth Partners Corp, a private Wyoming corporation was incorporated on April 9, 2019 to receive private investor funds and aggregate certain in vitro diagnostic assets. These consolidated financial statements presented are those of Global WholeHealth Partners Corporation and its wholly owned subsidiary, Global Private. All significant intercompany balances and transactions have been eliminated. On May 19, 2021, the Company entered into a Partnership Joint venture Philippines agreement with AAJ Partners Corp, a Philippine Company for the purpose of establishing a manufacturing facility. The agreement provides the Company with 40% interest in the joint venture once formally formed. As of June 30, 2021, the joint venture legal entity was in the process of formation. The Company expects to report the results of the joint venture under the equity method of accounting. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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. Actual results could differ from those estimates. The estimates made by management primarily relate to accounts receivable, inventories, deferred income tax valuation allowances, and identifiable intangible assets. Cash and cash equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. Inventory Inventory is comprised of finished goods and stated at the lower of cost or net realizable value. Inventory cost is determined on a weighted average basis in accordance with ASC 330-10-30-9. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. When necessary, the Company establishes reserves for this purpose. During the year ended June 30, 2021, the Company recognized $171,811 of adjustments to reduce the value of inventory due primarily to the reduction in selling prices of COVID-19 test products. Equipment Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Computer equipment and software 3 years Equipment, furniture and fixtures 5 years Intangible assets Other definite-lived intangible assets are amortized over their useful lives. The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Revenue Recognition The Company recognizes revenue from operations through the sale of products. Product revenue is comprised of the sale of consumables. To date, all products sold have been fully paid for in advance of shipment. Revenue is recognized when control of products and services is transferred to the customer in an amount that reflects the consideration that the Company expects to receive from the customer in exchange for those products and services. This process involves identifying the contract with the customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, if applicable, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Revenue from product sales is generally recognized upon shipment to the end customer, which is when control of the product is deemed to be transferred. Invoicing typically occurs prior to shipment and the term between invoicing and when payment is due is not significant. Revenue is recorded net of discounts, and sales taxes collected on behalf of governmental authorities. Sales commissions are recorded as selling and marketing expenses when incurred. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue. The Company had one customer that represented 57.2% of revenue for the year ended June 30, 2021. The Company had three customers that represented 87.6% of revenue (59.6%, 17.4% and 10.6%) for the year ended June 30, 2020. No other customers represented greater than 10% of sales. Concentration of Credit Risk and Off-Balance Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash. The Company’s policy is to place its cash in high quality financial institutions. The Company does not believe significant credit risk exists with respect to these institutions. Leases The Company recognizes leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating lease for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Derivatives All derivatives are recorded at fair value on the balance sheet. The Company has determined fair values using market-based pricing models incorporating readily available prices and or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) that requires judgment and estimates. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis. Fair Value of Financial Instruments The Company’s financial instruments consist of accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments. Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. Transactions with Related Parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of convertible notes and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares): Year Ended June 30, 2021 Year Ended June 30, 2020 Common stock warrants 2,216,975 - Convertible promissory notes 10,354 10,727 Research and Development Research and development costs primarily consist of research contracts for the advancement of product development. The Company expenses all research and development costs in the period incurred. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. Recent accounting pronouncements not yet adopted In August 2020, the Financial Accounting Standards Board (“ FASB ASU Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. Recently adopted accounting pronouncements In January 2020, the FASB issued ASU 2020-01 - Investments - Equity securities (Topic 321), Investments - Equity method and joint ventures (Topic 323), and Derivatives and hedging (Topic 815) - Clarifying the interactions between Topic 321, Topic 323, and Topic 815. The amendments in this Update improve the accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and clarify the scope considerations for forward contracts and purchased options on certain securities. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company did not early adopt and believes the adoption of this new guidance will not have a material impact on its consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted ASU 2019-12 effective July 1, 2021. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements, financial position, results of operations, or cash flows. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the consolidated financial statements. |
Equipment
Equipment | 12 Months Ended |
Jun. 30, 2021 | |
Equipment | |
NOTE 3 - Equipment | NOTE 3 – Equipment Equipment consists of the following: June 30, 2021 2020 Computers, office equipment and software $ 3,505 $ - Total equipment 3,505 - Accumulated depreciation (1,067 ) - Equipment, net $ 2,438 $ - During the year ended June 30, 2021, the Company purchased $3,505 of computer equipment. During fiscal 2021, the Company recognized depreciation expense of $1,067. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Jun. 30, 2021 | |
Stockholder's Equity | |
NOTE 4 - Stockholder's Equity | NOTE 4 – Stockholder’s Equity Preferred Stock The Company has Preferred stock: $0.001 par value; 10,000,000 shares authorized with no shares issued and outstanding. Common Stock The Company has 400,000,000 shares of Common Stock authorized of which 78,713,899 and 56,116,358 shares were issued and outstanding as of June 30, 2021 and June 30, 2020, respectively. On April 20, 2021, the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,060 paid to Geneva by Empire Associates on behalf of the Company. The shares were unissued as of June 30, 2021, but are included in the calculation of EPS on an as-if issued basis. On April 12, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement (the “ MSMA On March 30, 2021, the Company entered into a License Agreement (the “ IP License Agreement On March 15, 2021, the Company issued 146,486 shares to Geneva Roth Remark Holdings, Inc. For additional information see “NOTE 6 – Convertible Promissory Notes” below. On February 21, 2021, the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $1,680,000. On January 12, 2021, the Company entered into a License Agreement (the “ Patent License Agreement On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued 200,000 shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $0.72 per share, the closing price of our common stock on January 5, 2020. On December 15, 2020, the Company sold 250,000 shares of restricted common stock for $0.36 per share and received $90,000. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. On September 24, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 219,298 shares of restricted common stock at a price of $1.14 per share ($250,000 total) which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “ EMC2 SPA EMC2 Capital Purchase Shares Commitment Shares Commitment Warrant The value of the Commitment Shares on the measurement date was $0.89 per share or $1,259,000. The value of the Commitment Warrant on the Measurement Date was $1,780,000 as calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) Stock price of $0.89 per share; (2) exercise price of $0.001 per share; (3) discount rate 0.73% (4) expected life of 4.33 years, (5) expected volatility of 227%, and (6) zero expected dividends. As a result of the Securities and Exchange Commission declaring our Registration on Form S-1 effective, the pre conditions necessary for the Company to begin selling Purchase Shares to EMC2 Capital were removed. As a result, the Company determined the relative fair value of the Commitment Warrants and Commitment Shares to be $737,569 and $521,865, respectively and recorded a deferred financing asset of $521,865 and interest expense of $737,569. Subsequent cash receipts from the sale of Purchase Shares will first be allocated to the deferred financing cost asset. During fiscal 2021, from March 3, 2021 through June 30, 2021, the Company sold 721,663 purchase shares to EMC2 Capital at prices ranging from $0.32 - $0.37 and received total proceeds of $250,051. On July 9, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 45,000 shares of restricted common stock at a price of $2.00 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. During the year ended June 30, 2020, the number of shares increased by 3,850,000 as a result of the Company selling 2,000,000 shares at $0.01 per share to LionsGate in exchange for cash of $20,000 and on May 8, 2020, issuing 1,850,000 shares valued at $2.00 as a bonus for prior service, including related party issuances of 500,000 shares to Charles Strongo, our CEO and 750,000 shares to LionsGate. Warrants Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. A summary of the Company’s warrants outstanding and exercisable as of June 30, 2021 and 2020 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Description June 30, June 30, Weighted Average Exercise Price Date of Expiration 2021 2020 Issuance EMC2 Capital 2,000,000 - Variable July 22, 2020 July 22, 2025 Geneva 51,975 - Variable April 26, 2021 April 26, 2024 Firstfire 165,000 - variable June 18, 2021 June 18, 2024 Total 2,216,975 - |
Transactions with Related Perso
Transactions with Related Persons | 12 Months Ended |
Jun. 30, 2021 | |
Transactions with Related Persons | |
NOTE 5 -Transactions with Related Persons | NOTE 5 –Transactions with Related Persons On April 12, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement pursuant to which Nunzia and the Company exchanged 5,000,000 shares of common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.” On March 30, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued 5,000,000 shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.” On February 21, 2021 the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $1,680,000. On January 12, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued 3,000,000 shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.” On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued 200,000 shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $0.72 per share. On July 9, 2020 and September 24, 2020, the Company and Dr. Scott Ford entered into a subscription agreement for the purchase of restricted common stock resulting in the payment of $340,000 to the Company, see “Note 4 – Stockholders’ Equity” above for additional information. Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies in validation of the Company’s COVID-19 tests. Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During the year ended June 30, 2020, LionsGate provided advances totaling $564,715 which was used to pay professional fees of $57,000, general costs of $29,965 and research studies for the development of CoVid-19 related tests of $477,750, including $465,250 paid to Pan Probe Biotech to perform studies in validation of the Company’s CoVid-19 tests. On March 30, 2020, in conjunction with their entry into the Note (defined below), LionsGate forgave $443,750, see below for additional information. During the year ended June 30, 2021, the Company incurred R&D costs of $461,040 and paid Pan Probe $229,250 for R&D work leaving a balance due of $228,480 as of June 30, 2021. The Company paid rent to Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month or $15,306 which was prepaid in full in April 2020. During the years ended June 30, 2021 and 2020, the Company recognized $10,204 and $5,102 of rent expense, respectively, related to this arrangement. Related Party Note From time-to-time the Company receives shareholder advances from LionsGate to cover operating costs. On March 29, 2020, the Company issued a Promissory Note (the “ Note Note Amendment During fiscal 2021 and 2020, the Company recognized $2,178 and $1,316, respectively, of interest expense related to the Note, Note Amendment and Promissory Note. As of June 30, 2021, the Note principal balance is $2,785 and accrued interest balance is $0. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Jun. 30, 2021 | |
Convertible Promissory Notes | |
NOTE 6 - Convertible Promissory Notes | NOTE 6 – Convertible Promissory Notes On April 18, 2020, the Company issued five separate unsecured convertible promissory notes in exchange for $95,000 (the " Convertible Notes Firstfire Global Opportunities Fund LLC On June 18, 2021 (the " Issue Date Firstfire Firstfire Note Additionally, the Company entered into a Registration Rights Agreement with Firstfire whereby the Company agreed to file within 90 days and have declared effective within 120 days from the Issue Date, a registration statement to cover the shares issuable under the Firstfire Note and Firstfire Warrant. Failure to file within 90 days will result in a $2,500 in liquidated damages. Failure to have the registration declared effective before 120 days will result in a $2,500 in liquidated damages. As additional consideration, the Company granted Firstfire a warrant to purchase 165,000 shares of our common stock (the " Firstfire Warrant Geneva Promissory Note dated April 26, 2021 On April 26, 2021, the Company and Geneva entered into a Securities Purchase Agreement (the " SPA Geneva Promissory Note Geneva Warrant As a condition to the Creditor’s entry into the Geneva Promissory Note, the Company issued Geneva a Stock Purchase Warrant (the “Geneva Warrant”) to purchase up to 51,975 shares of the Company’s common stock, which are exercisable from October 23, 2021 to April 26, 2024, with an exercise price of $0.50. The fair value of the Geneva Warrant was $0.56 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.60 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.35% (4) expected life of 3 years, (5) expected volatility of 206%, and (6) zero expected dividends market price of common stock. This resulted in allocating $29,106 to the Geneva Warrant and $57,519 to the Geneva Promissory Note. As a result of the original issue discount, legal fees, due diligence fee and warrant, on April 26, 2021, the Company recorded a debt discount of $33,411 which is being accreted over the term of the Geneva Promissory Note. During the fiscal 2021, the Company made two payments totaling $19,058 and recognized interest expense and accretion of the debt discount of $3,213 and $5,951, respectively. Geneva Convertible Promissory Notes dated July 13, 2020, August 3, 2020 and September 8, 2020 On July 13, 2020, August 3, 2020 and September 8, 2020 (the “ Issue Dates Geneva Geneva SPAs Geneva CPNs On December 21, 2020, the Company paid $90,487 as full payment of the Geneva CPN dated July 13, 2020. The payment included $63,000 of principal, $2,917 of interest related to the coupon and $24,570 as a prepayment penalty recorded as interest expense. On February 16, 2021, Empire Associates, Inc., an unaffiliated company, paid off the balance, in-full, on the note dated August 3, 2020. The payment totaled $77,061 and included $55,000 of principal, $3,256 of interest related to the coupon and $18,805 as a prepayment penalty recorded as interest expense. At the time of payoff, the Company and Empire Associates, Inc. had not entered into any agreements related to the payment of the Geneva CPN dated August 3, 2020. On April 20 the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,061 paid to Geneva on behalf of the Company. On March 15, 2021, the Company issued 146,486 shares of common stock to Geneva upon their conversion, in-full, of $53,000 of Principal and $2,650 of unpaid interest owing under the Geneva CPN dated September 8, 2020. The debt discount attributable to the legal fees paid and fair value of the beneficial conversion feature contained in the Geneva CPNs amounted to $132,831 and was accreted over the term of the Geneva CPNs. In the event a Geneva CPN was paid in advance of its maturity date, the future accretion was recorded in the period the related Geneva CPN was repaid. Related to the Geneva CPNs, during fiscal 2021, the Company recognized $52,754 of interest expense $132,831 of accretion. As of June 30, 2021, a balance of $77,061 is recorded to common stock payable. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
NOTE 7. Income Taxes | NOTE 7 – Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted into law. The Act applies to corporations generally beginning with taxable years starting after December 31, 2017 and reduces the corporate tax rate from a graduated set of rates with a maximum 35% tax rate to a flat 21% tax rate. Additionally, the Act introduced other changes that impacted corporations, including a net operating loss (“NOL”) deduction annual limitation, an interest expense deduction annual limitation, elimination of the alternative minimum tax, and immediate expensing of the full cost of qualified property. The Act also introduced an international tax reform that moved the U.S. toward a territorial system, in which income earned in other countries will generally not be subject to U.S. taxation. However, the accumulated foreign earnings of certain foreign corporations were subject to a one-time transition tax, which can be elected to be paid over an eight-year tax transition period, using specified percentages, or in one lump sum. NOL and foreign tax credit (“FTC”) carryforwards can be used to offset the transition tax liability. This change had no impact on the Company as it has not earned taxable income in the past and it has significant NOL carryforwards. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at June 30, 2021 and 2020 are as follows: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 1,275,168 $ 166,545 Statutory tax rate 21 % 21 % Total deferred tax assets 267,785 34,974 Less: valuation allowance (267,785 ) (34,974 ) Net deferred tax asset $ - $ - A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate to pre-tax loss for the years ended June 30, 2021 and 2020 is as follows: 2021 2020 Federal Statutory Rate $ 1,897,166 $ 899,961 Nondeductible expenses (1,664,355 ) (873,877 ) Change in allowance on deferred tax assets 232,811 26,084 The net increase in the valuation allowance for deferred tax assets was $232,811 and $26,084 for the years ended June 30, 2021 and 2020, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset. For federal income tax purposes, the Company has net U.S. operating loss carry forwards at June 30, 2021 available to offset future federal taxable income, if any, of $1,275,168. The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock. The fiscal years 2018 through 2020 remain open to examination by federal authorities and other jurisdictions in which the Company operates. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
NOTE 8 - Subsequent Events | NOTE 8 – Subsequent Events Management has reviewed material events subsequent of the period ended June 30, 2021 and prior to the filing of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”. On July 10, 2021, the Company and LionsGate Funding Management LLC (“ LGFM MMSA Subsequent to the end of fiscal 2021 through September 8, 2021, the Company has sold 2,343,986 purchase shares to EMC2 Capital at prices ranging from $0.30 - $0.34 and received total proceeds of $800,001. On June 18, 2021, the Company and Firstfire entered into a Securities Purchase Agreement, the Firstfire Note and Firstfire Warrant. The transaction was consumated on July 8, 2021 upon the receipt of funds totaling $224,500. On July 1, 2021, the Company paid LionsGate $24,000 or $21,215 in excess of the balance owing to LionsGate which the Company recorded as a receivable. On August 9, 2021, the Company repaid, in whole, the balance due under the Geneva Promissory Note, or $57,173. During August, the Company paid Charles Strongo, our CEO, the total sum of $50,000 for work performed in fiscal 2021. During July, the Company paid Rene Alvarez, our COO, the total sum of $75,000 of which $25,000 related to work performed in fiscal 2021 and $50,000 for services provided in fiscal 2022. On August 12, 2021, the Company granted and on September 2, 2021, issued 750,000 shares of restricted common stock in exchange for services valued at $354,750 based on the close price of our common stock on August 12, 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies | |
Principles of Consolidation | Global WholeHealth Partners Corp, a private Wyoming corporation was incorporated on April 9, 2019 to receive private investor funds and aggregate certain in vitro diagnostic assets. These consolidated financial statements presented are those of Global WholeHealth Partners Corporation and its wholly owned subsidiary, Global Private. All significant intercompany balances and transactions have been eliminated. On May 19, 2021, the Company entered into a Partnership Joint venture Philippines agreement with AAJ Partners Corp, a Philippine Company for the purpose of establishing a manufacturing facility. The agreement provides the Company with 40% interest in the joint venture once formally formed. As of June 30, 2021, the joint venture legal entity was in the process of formation. The Company expects to report the results of the joint venture under the equity method of accounting. |
Use of Estimates | The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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. Actual results could differ from those estimates. The estimates made by management primarily relate to accounts receivable, inventories, deferred income tax valuation allowances, and identifiable intangible assets. |
Cash And CashEquivalents | The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. |
Inventory | Inventory is comprised of finished goods and stated at the lower of cost or net realizable value. Inventory cost is determined on a weighted average basis in accordance with ASC 330-10-30-9. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. When necessary, the Company establishes reserves for this purpose. During the year ended June 30, 2021, the Company recognized $171,811 of adjustments to reduce the value of inventory due primarily to the reduction in selling prices of COVID-19 test products. |
Equipment | Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Computer equipment and software 3 years Equipment, furniture and fixtures 5 years |
Intangible assets | Other definite-lived intangible assets are amortized over their useful lives. The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. |
Revenue Recognition | The Company recognizes revenue from operations through the sale of products. Product revenue is comprised of the sale of consumables. To date, all products sold have been fully paid for in advance of shipment. Revenue is recognized when control of products and services is transferred to the customer in an amount that reflects the consideration that the Company expects to receive from the customer in exchange for those products and services. This process involves identifying the contract with the customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, if applicable, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Revenue from product sales is generally recognized upon shipment to the end customer, which is when control of the product is deemed to be transferred. Invoicing typically occurs prior to shipment and the term between invoicing and when payment is due is not significant. Revenue is recorded net of discounts, and sales taxes collected on behalf of governmental authorities. Sales commissions are recorded as selling and marketing expenses when incurred. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue. The Company had one customer that represented 57.2% of revenue for the year ended June 30, 2021. The Company had three customers that represented 87.6% of revenue (59.6%, 17.4% and 10.6%) for the year ended June 30, 2020. No other customers represented greater than 10% of sales. |
Concentration of Credit Risk and Off-Balance Sheet Risk | The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash. The Company’s policy is to place its cash in high quality financial institutions. The Company does not believe significant credit risk exists with respect to these institutions. |
Leases | The Company recognizes leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating lease for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. |
Derivatives | All derivatives are recorded at fair value on the balance sheet. The Company has determined fair values using market-based pricing models incorporating readily available prices and or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) that requires judgment and estimates. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis. |
Fair Value of Financial Instruments | The Company’s financial instruments consist of accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments. |
Income Taxes | The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. |
Transactions with Related Parties | Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of convertible notes and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares): Year Ended June 30, 2021 Year Ended June 30, 2020 Common stock warrants 2,216,975 - Convertible promissory notes 10,354 10,727 |
Net Income (Loss) Per Share | |
Research and Development | Research and development costs primarily consist of research contracts for the advancement of product development. The Company expenses all research and development costs in the period incurred. |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. |
Recent accounting pronouncements not yet adopted | In August 2020, the Financial Accounting Standards Board (“ FASB ASU Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. |
Recently adopted accounting pronouncements | In January 2020, the FASB issued ASU 2020-01 - Investments - Equity securities (Topic 321), Investments - Equity method and joint ventures (Topic 323), and Derivatives and hedging (Topic 815) - Clarifying the interactions between Topic 321, Topic 323, and Topic 815. The amendments in this Update improve the accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and clarify the scope considerations for forward contracts and purchased options on certain securities. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company did not early adopt and believes the adoption of this new guidance will not have a material impact on its consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted ASU 2019-12 effective July 1, 2021. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements, financial position, results of operations, or cash flows. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies | |
Summary of Estimated Useful Lives of Depreciable Assets | Estimated Useful Lives Computer equipment and software 3 years Equipment, furniture and fixtures 5 years |
Schedule of Potentially Dilutive Securities in common stock equivalent shares | Year Ended June 30, 2021 Year Ended June 30, 2020 Common stock warrants 2,216,975 - Convertible promissory notes 10,354 10,727 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Equipment | |
Summary Of Equipment | June 30, 2021 2020 Computers, office equipment and software $ 3,505 $ - Total equipment 3,505 - Accumulated depreciation (1,067 ) - Equipment, net $ 2,438 $ - |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Stockholder's Equity | |
Summary Of The Warrants | Shares of Common Stock Issuable from Warrants Outstanding as of Description June 30, June 30, Weighted Average Exercise Price Date of Expiration 2021 2020 Issuance EMC2 Capital 2,000,000 - Variable July 22, 2020 July 22, 2025 Geneva 51,975 - Variable April 26, 2021 April 26, 2024 Firstfire 165,000 - variable June 18, 2021 June 18, 2024 Total 2,216,975 - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Schedule Of Deferred Tax Assets | 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 1,275,168 $ 166,545 Statutory tax rate 21 % 21 % Total deferred tax assets 267,785 34,974 Less: valuation allowance (267,785 ) (34,974 ) Net deferred tax asset $ - $ - |
Schedule Of Reconciliation Of Income Tax Rates | 2021 2020 Federal Statutory Rate $ 1,897,166 $ 899,961 Nondeductible expenses (1,664,355 ) (873,877 ) Change in allowance on deferred tax assets 232,811 26,084 |
Organization And Going Concern
Organization And Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated deficit | $ (13,782,732) | $ (4,748,609) |
Net cash used in operating activities | $ (642,802) | $ (685,136) |
Common stock shares outstanding | 58,172,000 | |
Common stock shares outstanding board reverse split | 116,358 | |
Common stock shares issued to related party | 78,713,899 | 59,966,358 |
Stock Sale and Purchase Agreement [Member] | ||
Common stock shares issued to related party | 56,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended |
Jun. 30, 2021 | |
Equipment,Furniture And Fixtures [Member] | |
Estimated Economic Useful Lives of Assets | 5 years |
Computer, Office Equipment And Software [Member] | |
Estimated Economic Useful Lives of Assets | 3 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Convertible Promissory Notes [Member] | ||
Potentially dilutive securities in common stock equivalent shares | 10,354 | 10,727 |
Common Stock Warrants [Member] | ||
Potentially dilutive securities in common stock equivalent shares | 2,216,975 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Description of revenue | three customers that represented 87.6% of revenue (59.6%, 17.4% and 10.6%) for the year ended June 30, 2020. No other customers represented greater than 10% of sales. | |
Lease term | 12 years | |
Inventory reverse | $ 171,811 | |
Customer One [Member] | ||
Customer concentration percentage | 57.20% | |
CustomeThree [Member] | ||
Customer concentration percentage | 87.60% | |
AAJ Partners Corp [Member] | May 19,2021 [Member] | ||
Interest on joint venture | 40.00% |
Equipment (Details)
Equipment (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Total Equipment | $ 3,505 | $ 0 |
Accumulated depreciation | 1,067 | 0 |
Equipment, Net | 2,438 | 0 |
Computer, Office Equipment And Software [Member] | ||
Total Equipment | $ 3,505 | $ 0 |
Equipment (Details Narrative)
Equipment (Details Narrative) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Equipment | |
Computer equipment | $ 3,505 |
Depreciation expense | $ 1,067 |
Stockholders Equity (Details)
Stockholders Equity (Details) | 12 Months Ended |
Jun. 30, 2021shares | |
Common Stock Issuable from Warrants Outstanding | 2,216,975 |
EMC2 Capital [Member] | Warrant [Member] | |
Common Stock Issuable from Warrants Outstanding | 2,000,000 |
Expiration | Jul. 22, 2025 |
Date of Issuance | Jul. 22, 2020 |
Weighted Average Exercise Price | Variable |
Description | EMC2 Capital |
Geneva [Member] | Warrant [Member] | |
Common Stock Issuable from Warrants Outstanding | 51,975 |
Expiration | Apr. 26, 2024 |
Date of Issuance | Apr. 26, 2021 |
Weighted Average Exercise Price | Variable |
Description | Geneva |
Firstfire [Member] | Warrant [Member] | |
Common Stock Issuable from Warrants Outstanding | 165,000 |
Expiration | Jun. 18, 2024 |
Date of Issuance | Jun. 18, 2021 |
Weighted Average Exercise Price | variable |
Description | Firstfire |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Apr. 20, 2021 | Apr. 12, 2021 | Mar. 30, 2021 | Mar. 15, 2021 | Mar. 03, 2021 | Feb. 25, 2021 | Jan. 12, 2021 | Jan. 05, 2021 | Dec. 15, 2020 | Sep. 24, 2020 | Jul. 22, 2020 | Jul. 09, 2020 | May 08, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||
Common stock, shares outstanding | 78,713,899 | 59,966,358 | |||||||||||||
Common stock, shares issued | 78,713,899 | 59,966,358 | |||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||||||||
Commitment warrant on measurement | $ 1,780,000 | ||||||||||||||
Commitment Shares on measurement | 1,259,000 | ||||||||||||||
Fair valu of warrant commitment | 737,569 | ||||||||||||||
Fair valu of shares commitment | 521,865 | ||||||||||||||
Deferred financing asset | 521,865 | $ 271,814 | $ 0 | ||||||||||||
Interest expense | $ 737,569 | ||||||||||||||
Share price | $ 0.89 | ||||||||||||||
Exercise price | $ 0.001 | ||||||||||||||
Discount rate | 0.73% | ||||||||||||||
Expected life | 4 years 3 months 29 days | ||||||||||||||
Expected volatility | 227.00% | ||||||||||||||
Expected dividends | 0.00% | ||||||||||||||
Number of common stock sold | 721,663 | ||||||||||||||
Proceeds from sale of common stock | $ 250,051 | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||
Loss on related party transfer of intangible assets | $ 4,480,000 | $ 0 | |||||||||||||
Stock exchange for cash | $ 20,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Purchase price of stock | $ 0.32 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Purchase price of stock | $ 0.37 | ||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||
Share price | $ 0.36 | ||||||||||||||
Number of common stock sold | 250,000 | ||||||||||||||
Proceeds from sale of common stock | $ 90,000 | ||||||||||||||
Dr. Miriam Lisbeth Paez De La Cerda [Member] | |||||||||||||||
Common stock, shares issued | 200,000 | ||||||||||||||
Restricted common stock issued | 1,200,000 | ||||||||||||||
Common Stock [Member] | LionsGate [Member] | |||||||||||||||
Common stock, shares issued | 750,000 | ||||||||||||||
Share price | $ 0.89 | $ 2 | $ 0.01 | ||||||||||||
Restricted common stock issued to entity | 1,750,000 | 1,850,000 | |||||||||||||
Number of shares increased | 3,850,000 | ||||||||||||||
Number of stock sold | 2,000,000 | ||||||||||||||
Compensation expense | $ 1,680,000 | ||||||||||||||
Stock exchange for cash | $ 20,000 | ||||||||||||||
Common Stock [Member] | Each Director [Member] | |||||||||||||||
Share price | $ 0.72 | ||||||||||||||
Restricted common stock issued | 200,000 | ||||||||||||||
Common Stock [Member] | Dr. Scott Ford [Member] | |||||||||||||||
Common stock, shares issued | 500,000 | ||||||||||||||
Share price | $ 2 | ||||||||||||||
Purchase of common stock shares | 45,000 | ||||||||||||||
Common Stock [Member] | Empire Associates, Inc [Member] | |||||||||||||||
Restricted common stock issued to entity | 250,000 | ||||||||||||||
Cash payment | $ 77,060 | ||||||||||||||
Common Stock [Member] | Geneva Roth Remark Holdings Inc [Member] | |||||||||||||||
Restricted common stock issued to entity | 146,486 | ||||||||||||||
Common Stock [Member] | Nunzia Pharmaceutical, Inc [Member] | |||||||||||||||
Restricted common stock issued to entity | 5,000,000 | ||||||||||||||
Proceeds from stock issued | $ 5,000 | ||||||||||||||
IP License Agreement [Member] | Common Stock [Member] | |||||||||||||||
Share price | $ 0.62 | ||||||||||||||
Restricted common stock issued to entity | 5,000,000 | ||||||||||||||
Loss on related party transfer of intangible assets | $ 3,100,000 | ||||||||||||||
Patent License Agreement [Member] | Common Stock [Member] | |||||||||||||||
Share price | $ 0.46 | ||||||||||||||
Restricted common stock issued to entity | 3,000,000 | ||||||||||||||
Compensation expense | $ 1,380,000 | ||||||||||||||
Proceeds from stock issued | $ 1,380,000 | ||||||||||||||
Subscription Agreement [Member] | Dr. Scott Ford [Member] | Restricted Common Stock [Member] | |||||||||||||||
Purchase of common stock shares | 219,298 | ||||||||||||||
Stock issued for purchase agreement | 340,000 | ||||||||||||||
Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | |||||||||||||||
Stock issued for purchase agreement | 11,993,271 | ||||||||||||||
Amount agree to invest | $ 100,000,000 | ||||||||||||||
Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | Common Stock [Member] | |||||||||||||||
Stock issued for purchase agreement | 1,415,094 | ||||||||||||||
Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | Warrant [Member] | |||||||||||||||
Stock issued for purchase agreement | 2,000,000 | ||||||||||||||
Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||
Stock issued for purchase agreement | 250,000 | ||||||||||||||
MSMA [Member] | Common Stock [Member] | |||||||||||||||
Restricted common stock issued to entity | 5,000,000 | ||||||||||||||
Preferred Stocks [Member] | |||||||||||||||
Preferred stock, shares issued | 78,713,899 | 56,116,358 | |||||||||||||
Preferred stock, shares outstanding | 78,713,899 | 56,116,358 |
Transactions with Related Per_2
Transactions with Related Persons (Details Narrative) - USD ($) | Apr. 12, 2021 | Jan. 27, 2021 | Jan. 05, 2021 | Sep. 24, 2020 | Feb. 21, 2021 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 30, 2021 | Jan. 12, 2021 | Apr. 18, 2020 |
Advances from related party | $ 144,576 | $ 564,715 | |||||||||
Research and development - related party | 461,040 | 492,440 | |||||||||
Prepayment | $ 15,306 | ||||||||||
Accrued interest | 2,785 | 0 | |||||||||
Interest expenses | 2,178 | 1,316 | |||||||||
Research and developement cost | 228,480 | ||||||||||
Forgiveness of related party advances | 443,750 | ||||||||||
Payments of related party note | (266,270) | 0 | |||||||||
Professional fees | $ 83,790 | $ 61,550 | |||||||||
Common stock, shares issued | 78,713,899 | 59,966,358 | |||||||||
Common stock shares per value | $ 0.001 | $ 0.001 | |||||||||
Restricted Common Stock [Member] | Convertible Debts [Member | |||||||||||
Promissory note interest rate | 15.00% | ||||||||||
Promissory notes maturity date | Dec. 31, 2021 | ||||||||||
Restricted Common Stock [Member] | Mutual Sales And Marketing Agreement [Member] | |||||||||||
Stock issued for purchase agreement | 5,000,000 | ||||||||||
Dr. Miriam Lisbeth Paez De La Cerda [Member] | |||||||||||
Common stock, shares issued | 200,000 | ||||||||||
Common stock shares per value | $ 0.72 | ||||||||||
Description of issuance of shares | common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $0.72 per share. | ||||||||||
Dr. Scott Ford [Member] | Restricted Common Stock [Member] | Subscription Agreement [Member] | |||||||||||
Stock issued for purchase agreement | 340,000 | ||||||||||
LionsGate [Member] | |||||||||||
Advances from related party | $ 564,715 | ||||||||||
Forgiveness of related party advances | 443,750 | ||||||||||
LionsGate Funding Group LLC [Member] | Non Interest Bearing Advances [Member] | |||||||||||
Advances from related party | 266,270 | $ 58,090 | |||||||||
Research and developement cost | 228,480 | ||||||||||
Stock issued for purchase agreement | 340,000 | 1,750,000 | |||||||||
Compensation expense | $ 1,680,000 | 58,090 | |||||||||
Paid to Pan Probe expenses | 229,250 | 465,250 | |||||||||
LionsGate Funding Group LLC [Member] | Promissory Note [Member] | |||||||||||
Interest expenses | 1,212 | ||||||||||
Payments of related party note | 267,750 | $ 0 | |||||||||
Debt instrument face amount | 250,000 | ||||||||||
Note payable | 29,951 | ||||||||||
Promissory notes description | the Company may borrow up to $250,000 at an annual interest rate of 5% and default interest rate of 15%. The Loan Agreement supersedes the Note and Note Amendment and included a beginning balance of $29,951 which was the balance of advances and accrued interest owing under the Note as of January 27, 2021. | ||||||||||
Advances and accrued interest | $ 29,951 | ||||||||||
Promissory note interest rate | 0.15% | 0.05% | |||||||||
Promissory notes maturity date | Dec. 31, 2021 | ||||||||||
Dr. Shujie Cui Is The Company's Chief Science Officer And Owner Of Pan Probe Biotech [Member] | |||||||||||
Research and developement cost | $ 477,750 | ||||||||||
Paid to Pan Probe expenses | 465,250 | ||||||||||
Professional fees | 57,000 | ||||||||||
General costs | 29,965 | ||||||||||
Prepaid rent monthly | $ 2,551 | ||||||||||
Related party description | The Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies in validation of the Company’s COVID-19 tests | ||||||||||
Description of rent | The Company paid rent to Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month or $15,306 which was prepaid in full in April | ||||||||||
Rent expenses | $ 10,204 | $ 5,102 | |||||||||
Charles Strongo [Member] | |||||||||||
Common stock, shares issued | 5,000,000 | 3,000,000 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | Aug. 09, 2021 | Aug. 09, 2021 | Jul. 08, 2021 | Jun. 18, 2021 | Apr. 26, 2021 | Mar. 15, 2021 | Mar. 03, 2021 | Feb. 16, 2021 | Dec. 21, 2020 | Sep. 08, 2020 | Aug. 03, 2020 | Jul. 13, 2020 | Apr. 18, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 15, 2020 |
Interest payable | $ 33,000 | $ 500 | |||||||||||||||
Proceeds from convertible notes | $ 162,000 | $ 95,000 | |||||||||||||||
Convertible note payable | (73,000) | 0 | |||||||||||||||
Interest expenses | $ 802,301 | 2,857 | |||||||||||||||
Description of warrant | This resulted in allocating $48,849 to the Firstfire Warrant and $226,151 to the Firstfire Note | ||||||||||||||||
Accretion related to the Convertible Notes | $ 157,980 | ||||||||||||||||
Professional fees | 83,790 | 61,550 | |||||||||||||||
Share price | $ 0.89 | ||||||||||||||||
Debt discount | $ 163,931 | $ 17,075 | |||||||||||||||
Exercise price | $ 0.001 | ||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||
Discount rate | 0.73% | ||||||||||||||||
Expected life | 4 years 3 months 29 days | ||||||||||||||||
Expected volatility | 227.00% | ||||||||||||||||
Common stock, shares issued | 78,713,899 | 59,966,358 | |||||||||||||||
Repayment of notes | $ 15,845 | $ 0 | |||||||||||||||
Five Separate Unsecured Convertible Promissory Notes [Member] | |||||||||||||||||
Interest expenses | 52,754 | ||||||||||||||||
Accretion related to the Convertible Notes | 132,831 | ||||||||||||||||
Fair value of beneficial conversion feature | 132,831 | ||||||||||||||||
Common stock payable | 77,061 | ||||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||||
Share price | $ 0.36 | ||||||||||||||||
Restricted Common Stock [Member] | Five Separate Unsecured Convertible Promissory Notes [Member] | |||||||||||||||||
Interest payable | 500 | ||||||||||||||||
Proceeds from convertible notes | $ 95,000 | 85,000 | |||||||||||||||
Convertible note payable | 5,448 | ||||||||||||||||
Accretion related to the Convertible Notes | 8,184 | ||||||||||||||||
Convertible note principle | 85,000 | 10,000 | |||||||||||||||
Accrued Interest | 25,149 | 17,075 | |||||||||||||||
Fair value of beneficial conversion feature | $ 42,224 | ||||||||||||||||
Interest expenses | 7,143 | $ 1,541 | |||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||
Debt instrument maturity date | Oct. 17, 2020 | ||||||||||||||||
Debt instrument conversion price per share | $ 9 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Repayment of notes | $ 57,173 | ||||||||||||||||
Geneva Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||
Convertible note payable | $ 57,173 | ||||||||||||||||
12% senior secured convertible promissory note [Member] | Firstfire [Member] | |||||||||||||||||
Convertible note principle | $ 275,000 | ||||||||||||||||
Convertible promissory note | $ 275,000 | ||||||||||||||||
Stock to purchase warrants | 165,000 | ||||||||||||||||
12% senior secured convertible promissory note [Member] | Firstfire [Member] | Subsequent Event [Member] | |||||||||||||||||
Professional fees | 25,500 | ||||||||||||||||
Cash received | 224,500 | ||||||||||||||||
Original issue discount | 25,000 | ||||||||||||||||
Geneva Warrant [Member] | |||||||||||||||||
Proceeds from convertible notes | $ 29,106 | ||||||||||||||||
Convertible note payable | $ 53,000 | ||||||||||||||||
Interest expenses | 3,213 | ||||||||||||||||
Accretion related to the Convertible Notes | $ 19,058 | ||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||
Purchase shares of warrant | 51,975 | ||||||||||||||||
Promissory note | $ 57,519 | ||||||||||||||||
Debt discount | $ 33,411 | ||||||||||||||||
Exercise price | $ 0.50 | ||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||
Discount rate | 0.35% | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Expected volatility | 206.00% | ||||||||||||||||
Accrued Interest | $ 5,951 | ||||||||||||||||
Common stock, shares issued | 250,000 | ||||||||||||||||
Firstfire Note [Member] | Subsequent Event [Member] | |||||||||||||||||
Convertible note payable | $ 275,000 | ||||||||||||||||
Description on note | all principal and interest due in twelve (12) months on June 18, 2022, with $33,000 of interest (i.e., $275,000 x 12%) earned as of the Issue Date, interest due upon default of 20% annually, a prepayment penalty of 5% of all outstanding amounts due, and if the Company triggers and event of default which is not cured, then the total of all amounts owing will be increased by 25%, to be paid at the discretion of Firstfire, in the form of cash or conversion into common stock. The Firstfire Note is convertible any time after the Issue Date into shares of common stock at a conversion price that is the lesser of $0.35 per share or seventy percent (70%) of the lowest traded price of our common stock during the ten (10) trading day period prior to conversion. Conversion of the Firstfire Note and/or the Firstfire Warrant is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company. | ||||||||||||||||
Amount of liquidated damage | $ 2,500 | ||||||||||||||||
Firstfire Warrant [Member] | |||||||||||||||||
Term period | 3 years | ||||||||||||||||
Share price | $ 0.41 | ||||||||||||||||
Stock to purchase warrants | 165,000 | ||||||||||||||||
Debt discount | $ 275,000 | ||||||||||||||||
Exercise price | $ 0.50 | ||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||
Discount rate | 0.47% | ||||||||||||||||
Expected life | 1 year | ||||||||||||||||
Expected volatility | 194.50% | ||||||||||||||||
Fair value of beneficial conversion feature | $ 264,372 | ||||||||||||||||
SPA [Member] | Geneva Promissory Note [Member] | |||||||||||||||||
Proceeds from convertible notes | $ 75,000 | ||||||||||||||||
Description on note | the Geneva Promissory Note will increase to 150% times the sum of the then outstanding principal, become immediately due, accrue interest at 22% per year, and become convertible into shares of common stock at an exercise price of 75% multiplied by the lowest trading price of our common stock during the five (5) trading day period prior to conversion. | ||||||||||||||||
Convertible note principle | $ 86,625 | $ 10,000 | |||||||||||||||
Warrant issued to purchase common stock | 51,975 | ||||||||||||||||
Original issue discount percentage | 10.00% | ||||||||||||||||
Due diligence fee | $ 750 | ||||||||||||||||
Professional fees | 3,000 | ||||||||||||||||
Monthly payments | $ 9,529 | ||||||||||||||||
Term period | 1 year | ||||||||||||||||
Share price | $ 0.56 | ||||||||||||||||
Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ConvertibleNotePayableDated - July 13, 2020 [Member] | |||||||||||||||||
Interest payable | $ 2,917 | ||||||||||||||||
Proceeds from convertible notes | $ 60,000 | ||||||||||||||||
Interest expenses | 24,570 | ||||||||||||||||
Debt instrument interest rate | 0.10% | ||||||||||||||||
Debt instrument face value | 63,000 | $ 63,000 | |||||||||||||||
Legal fees | $ 3,000 | ||||||||||||||||
Debt instrument maturity description | CPNs mature in one year | ||||||||||||||||
Convertible note debt description | The Geneva CPNs matured in one year, accrued interest of 10% and, after 180 days, were convertible into shares of common stock any time at a conversion price equal to 58% of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%. | ||||||||||||||||
Repayment of notes | $ 90,487 | ||||||||||||||||
Payment description | the Company paid $90,487 as full payment of the Geneva CPN dated July 13, 2020. The payment included $63,000 of principal, $2,917 of interest related to the coupon and $24,570 as a prepayment penalty recorded as interest expense. | ||||||||||||||||
Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ConvertibleNotePayableDated - August 3, 2020 [Member] | |||||||||||||||||
Proceeds from convertible notes | $ 52,000 | ||||||||||||||||
Debt instrument interest rate | 0.10% | ||||||||||||||||
Debt instrument face value | $ 55,000 | ||||||||||||||||
Legal fees | $ 3,000 | ||||||||||||||||
Debt instrument maturity description | CPNs mature in one year | ||||||||||||||||
Convertible note debt description | The Geneva CPNs matured in one year, accrued interest of 10% and, after 180 days, were convertible into shares of common stock any time at a conversion price equal to 58% of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%. | ||||||||||||||||
Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ConvertibleNotePayableDated - September 8, 2020 [Member] | |||||||||||||||||
Proceeds from convertible notes | $ 50,000 | ||||||||||||||||
Convertible note payable | $ 18,805 | ||||||||||||||||
Convertible note principle | $ 53,000 | 55,000 | |||||||||||||||
Common stock, shares issued | 146,486 | ||||||||||||||||
Interest expenses | $ 2,650 | 3,256 | |||||||||||||||
Debt instrument interest rate | 0.10% | ||||||||||||||||
Debt instrument face value | $ 53,000 | ||||||||||||||||
Legal fees | $ 3,000 | ||||||||||||||||
Debt instrument maturity description | CPNs mature in one year | ||||||||||||||||
Convertible note debt description | The Geneva CPNs matured in one year, accrued interest of 10% and, after 180 days, were convertible into shares of common stock any time at a conversion price equal to 58% of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%. | ||||||||||||||||
Repayment of notes | $ 77,061 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 1,275,168 | $ 166,545 |
Statutory tax rate | 21.00% | 21.00% |
Total deferred tax assets | $ 267,785 | $ 34,974 |
Less: valuation allowance | (267,785) | (34,974) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes (Details 1) | ||
Federal Statutory Rate | $ 1,897,166 | $ 899,961 |
Nondeductible expenses | (1,664,355) | (873,877) |
Change in allowance on deferred tax assets | $ 232,811 | $ 26,084 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Valuation allowance for deferred tax assets | $ 232,811 | $ 26,084 |
Net operating loss carryforward | $ 1,275,168 | |
Tax Cuts and Jobs Act, Percent | 21.00% | |
Maximum [Member] | ||
Tax Cuts and Jobs Act, Percent | 35.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 08, 2021 | Aug. 09, 2021 | Jul. 10, 2021 | Sep. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Aug. 31, 2021 | Jul. 31, 2021 | Jul. 08, 2021 | Mar. 03, 2021 | Dec. 15, 2020 |
Shares issued for services, amount | $ 2,544,000 | |||||||||||
Sale of stock, price per share | $ 0.89 | |||||||||||
Repayment of promissory note | $ 15,845 | $ 0 | ||||||||||
LGFM [Member] | July 1, 2021 [Member] | ||||||||||||
Payment description | the Company paid LionsGate $24,000 or $21,215 in excess of the balance owing to LionsGate which the Company recorded as a receivable. | |||||||||||
Subsequent Event [Member] | ||||||||||||
Repayment of promissory note | $ 57,173 | |||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||
Payment for work performed | $ 50,000 | |||||||||||
Subsequent Event [Member] | Chief Operating Officer [Member] | ||||||||||||
Payment for work performed | $ 75,000 | |||||||||||
Subsequent Event [Member] | EMC2 Capital [Member] | ||||||||||||
Number of stock sold | 2,343,986 | |||||||||||
Proceeds from sale of shares | $ 800,001 | |||||||||||
Subsequent Event [Member] | EMC2 Capital [Member] | Maximum [Member] | ||||||||||||
Sale of stock, price per share | $ 0.34 | |||||||||||
Subsequent Event [Member] | EMC2 Capital [Member] | Minimum [Member] | ||||||||||||
Sale of stock, price per share | $ 0.30 | |||||||||||
Subsequent Event [Member] | LGFM [Member] | July 1, 2021 [Member] | ||||||||||||
Restricted common stock issued | 300,000 | |||||||||||
Marketing and advertisement fees | $ 100,000 | |||||||||||
Subsequent Event [Member] | Firstfire [Member] | ||||||||||||
Funds Received | $ 224,500 | |||||||||||
Restricted Common Stock [Member] | ||||||||||||
Sale of stock, price per share | $ 0.36 | |||||||||||
Restricted Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Shares issued for services, shares | 750,000 | |||||||||||
Shares issued for services, amount | $ 354,750 |