Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Oct. 13, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | On October 18, 2022, the management and the board of directors (the "Board") of Global WholeHealth Partners Corp. (the “Company”), in consultation with BF Borgers CPA PC ("BF Borgers"), the Company's independent registered public accounting firm, determined that the Company's previously issued financial statements filed with the Securities and Exchange Commission on October 17, 2022 on Form 10-K, and the Report of its Independent Registered Public Accounting Firm (the “Audit Report”) thereon, as of and for the year’s ended June 30, 2022 and 2021, should no longer be relied upon due to the Company inadvertently approving its EDGAR agent to file Form 10-K prior to receiving the final Audit Report from BF Borgers. The Company is filing this Amendment No. 1 to the Original Form 10-K (this “Form 10-K/A”) to provide the following updates: 1.the revised audit report to the consolidated financial statements 2.Statement of Operations has been updated to reclassify $150,000 in 2022 and $25,000 in 2021 from selling, general and administrative to selling, general and administrative-related party. 3.“NOTE 5–Transactions with Related Parties” to the consolidated financial statements has been updated to add additional information 4.Item 9A Controls and Procedures has been updated to include certain control deficiencies. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, this Form 10-K/A includes the currently dated certifications as exhibits. No attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K except as described above. This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update the disclosures in the Original Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 000-56035 | ||
Entity Registrant Name | GLOBAL WHOLEHEALTH PARTNERS CORPORATION | ||
Entity Central Index Key | 0001598308 | ||
Entity Tax Identification Number | 46-2316220 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 15 Crooked Stick Drive | ||
Entity Address, City or Town | Newport Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92660 | ||
City Area Code | 714 | ||
Local Phone Number | 392-9752 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,098,960 | ||
Entity Common Stock, Shares Outstanding | 131,287,079 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash | $ 74,702 | |
Prepaid expenses and other current assets | 20,266 | 27,918 |
Inventory, net | 29,681 | |
Deferred financing costs | 271,814 | |
Total current assets | 20,266 | 404,115 |
Equipment, net of accumulated depreciation of $2,230 and $1,067 | 1,274 | 2,438 |
Investment in related party common stock | 5,000 | 5,000 |
Total assets | 26,540 | 411,553 |
Current liabilities: | ||
Related party note | 2,785 | |
Bank overdraft | 1,230 | |
Convertible notes payable, net of discount of $0 and $27,460, respectively | 690,900 | 85,000 |
Notes payable | 43,320 | |
Accounts payable and accrued liabilities | 173,727 | 148,946 |
Related party payables | 730,175 | 228,598 |
Total current liabilities | 1,596,032 | 508,649 |
Total liabilities | 1,596,032 | 508,649 |
Stockholders’ equity (deficit): | ||
Common stock; $0.001 par value, 400,000,000 shares authorized, 115,287,079 and 78,713,899 shares issued and outstanding at June 30, 2022 and 2021, respectively | 115,287 | 78,714 |
Additional paid-in capital | 17,244,206 | 13,529,861 |
Common stock payable | 8,700 | 77,061 |
Retained deficit | (18,937,685) | (13,782,732) |
Total stockholders’ equity (deficit) | (1,569,492) | (97,096) |
Total liabilities and stockholders’ equity (deficit) | $ 26,540 | $ 411,553 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Equipment, net of accumulated depreciation | $ 2,230 | $ 1,067 |
Convertible note payable, net of debt discount | $ 0 | $ 27,460 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 115,287,079 | 78,713,899 |
Common stock, shares outstanding | 115,287,079 | 78,713,899 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 375 | $ 40,196 |
Revenue-related party | 7,000 | |
Cost of revenue | 115,681 | 201,495 |
Cost of revenue-related party | 4,000 | |
Gross profit | (112,306) | (161,299) |
Operating expenses | ||
Professional fees | 176,174 | 83,790 |
Research and development - related party | 1,369,097 | 461,040 |
Research and development | 3,600 | 20,700 |
Selling, general and administrative - related party | 1,561,000 | 2,751,704 |
Selling, general and administrative | 963,450 | 109,358 |
Total operating expense | 4,073,321 | 3,426,592 |
Loss from operations | (4,185,627) | (3,587,891) |
Other income (expense) | ||
Interest expense | (281,866) | (802,301) |
Amortization of debt discount | (687,460) | (163,931) |
Loss on related party transfer of intangible assets | (4,480,000) | |
Total other income (expense) | (969,326) | (5,446,232) |
Net loss | $ (5,154,953) | $ (9,034,123) |
Basic and Diluted Loss per Common Share | $ (0.05) | $ (0.14) |
Weighted average number of common shares outstanding - basic and diluted | 93,904,756 | 65,905,595 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Payable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2020 | $ 59,966 | $ 4,628,908 | $ (4,748,609) | $ (59,735) | |
Beginning baalance, shares at Jun. 30, 2020 | 59,966,358 | ||||
Common stock issued for cash | $ 514 | 429,486 | 430,000 | ||
Common stock issued for cash, shares | 514,298 | ||||
Common stock sold pursuant to the EMC2 SPA | $ 722 | (722) | |||
Common stock sold pursuant to the EMC2 SPA, shares | 721,663 | ||||
Common stock issued upon conversion of convertible promissory note | $ 147 | 55,503 | 77,061 | 132,711 | |
Common stock issued upon conversion of convertible promissory note, shares | 146,486 | ||||
Common stock issued for services | $ 2,950 | 2,541,050 | 2,544,000 | ||
Common stock issued for services, shares | 2,950,000 | ||||
Common stock issued for license agreements with Charles Strongo | $ 8,000 | 4,472,000 | 4,480,000 | ||
Common stock issued for license agreements with Charles Strongo, shares | 8,000,000 | ||||
Investment in related party common stock | $ 5,000 | 5,000 | |||
Investment in related party common stock, shares | 5,000,000 | ||||
Common stock issued as compensation for financings | $ 1,415 | 1,258,019 | 1,259,434 | ||
Common stock issued as compensation for financings, shares | 1,415,094 | ||||
Discount on convertible promissory notes due to beneficial conversion feature | 145,617 | 145,617 | |||
Net loss | (9,034,123) | (9,034,123) | |||
Ending balance, value at Jun. 30, 2021 | $ 78,714 | 13,529,861 | 77,061 | (13,782,732) | (97,096) |
Ending balance, shares at Jun. 30, 2021 | 78,713,899 | ||||
Common stock sold pursuant to the EMC2 SPA | $ 7,857 | 1,197,200 | 1,205,057 | ||
Common stock sold pursuant to the EMC2 SPA, shares | 7,856,514 | ||||
Common stock issued upon conversion of convertible promissory note | $ 10,716 | 261,845 | (77,061) | 195,500 | |
Common stock issued upon conversion of convertible promissory note, shares | 10,716,666 | ||||
Common stock issued upon exercise of warrant | $ 2,000 | 2,000 | |||
Common stock issued upon exercise of warrant, shares | 2,000,000 | ||||
Common stock issued for services | $ 16,000 | 1,717,100 | 8,700 | 1,741,800 | |
Common stock issued for services, shares | 16,000,000 | ||||
Discount on convertible promissory notes due to beneficial conversion feature | 538,200 | 538,200 | |||
Net loss | (5,154,953) | (5,154,953) | |||
Ending balance, value at Jun. 30, 2022 | $ 115,287 | $ 17,244,206 | $ 8,700 | $ (18,937,685) | $ (1,569,492) |
Ending balance, shares at Jun. 30, 2022 | 115,287,079 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (5,154,953) | $ (9,034,123) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Loss on related party transfer of intangible assets | 4,480,000 | |
Common stock issued for services | 1,741,800 | 2,544,000 |
Amortization of debt discount | 687,460 | 163,931 |
Penalties on default of Firstfire Notes | 191,400 | |
Interest recorded on compensatory warrants | 737,569 | |
Depreciation and amortization | 1,164 | 1,067 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other assets | 7,653 | (12,854) |
(Increase) decrease in inventory | 29,681 | (122,466) |
Increase (decrease) in accounts payable and accrued expenses | 26,011 | (127,336) |
Increase (decrease) related party payables | 501,577 | (227,806) |
Net cash flows used in operating activities | (1,968,207) | (642,802) |
Cash flows used in investing activity | ||
Purchase of equipment | (3,505) | |
Net cash flows used in investing activity | (3,505) | |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 1,478,870 | 680,051 |
Proceeds from convertible promissory notes | 538,200 | 162,000 |
Payments of convertible promissory notes | (50,000) | (73,000) |
Proceeds from promissory notes | 75,000 | |
Payments of promissory notes | (70,780) | (15,845) |
Proceeds from related party note, net | 144,576 | |
Payments of related party note | (2,785) | (266,270) |
Net cash flows from financing activities | 1,893,505 | 706,512 |
Change in cash | (74,702) | 60,205 |
Cash at beginning of period | 74,702 | 14,497 |
Cash at end of period | 74,702 | |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 11,875 | 32,680 |
Income taxes paid in cash | ||
Supplemental disclosure of non-cash transactions: | ||
Common stock issued for conversion of note payable | 195,500 | 132,711 |
Debt discount recorded for beneficial conversion feature | 538,200 | 145,617 |
Common stock issued for license agreements | $ 4,480,000 |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
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 develops and markets in-vitro diagnostic tests. The Company has developed over 125 Diagnostic Tests with the criteria that they be “low cost”, OTC or “self-administered”, “absolutely accurate”, and provide “immediate results”. The Company has 45 FDA approved tests for distribution in the US which include tests for Troponin, Colorectal, and Drug testing among others. The remainder tests carry an FDA Certificate of Exportability for distribution in foreign countries and include tests such as Ebola, ZIKA, Dengue Fever, Malaria, Influenza, Tuberculosis, Yellow Fever, Corona Viruses, and other epidemic and vector borne diseases. 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. As shown in the accompanying financial statements, the Company incurred negative operating cash flows of $ 1,968,207 18,937,685 In view of these conditions, the ability of the Company to continue as a going concern is in substantial 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, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – Significant Accounting Policies 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, 2022 and 2021, the Company recognized $ 115,681 171,811 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: Summary of Estimated Useful Lives of Depreciable Assets Estimated Useful Lives Computer equipment and software 3 Equipment, furniture and fixtures 5 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 The Company had three customers that represented 87.6 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 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. Net Income (Loss) Per Share 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): Schedule of Potentially Dilutive Securities in common stock equivalent shares Year Ended Year Ended Common stock warrants 546,975 2,216,975 Convertible promissory notes 131,535,144 10,354 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. Accounting Pronouncements We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements. New Accounting Pronouncements Not Yet Adopted None. Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements. 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 adopted ASU 2020-01 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements. 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 with no impact on its Financial Statements. |
Equipment
Equipment | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Equipment | NOTE 3 – Equipment Equipment consists of the following: Summary Of Equipment June 30, 2022 2021 Computers, office equipment and software $ 3,505 $ 3,505 Total equipment 3,505 3,505 Accumulated depreciation (2,230 ) (1,067 ) Equipment, net $ 1,274 $ 2,438 During the year ended June 30, 2021, the Company purchased $ 3,505 1,163 1,067 |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholder’s Equity | NOTE 4 – Stockholder’s Equity Preferred Stock The Company has Preferred stock: $ 0.001 10,000,000 Common Stock The Company has 400,000,000 115,287,079 78,713,899 During fiscal 2022, the Company issued 16,000,000 1,733,100 9,000,000 387,000 During fiscal 2022, Firstfire 1) converted $ 164,000 0.03 5,466,666 31,500 0.0063 5,000,000 On July 10, 2021, the Company and LionsGate Funding Management LLC (“ LGFM MMSA 100,000 300,000 129,000 2,500,000 215,000 On April 20, 2021, the Company and Empire Associates, Inc. (“Empire”) entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire in full satisfaction of the $ 77,060 paid to Geneva by Empire on behalf of the Company. The shares were issued on September 2, 2021. Note 6 – Convertible Promissory Notes; Geneva Convertible Promissory Notes dated July 13, 2020, August 3, 2020 and September 8, 2020” On April 12, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement (the “ MSMA 5,000,000 5,000,000 5,000 On March 30, 2021, the Company entered into a License Agreement (the “ IP License Agreement 5,000,000 0.62 3,100,000 On March 15, 2021, the Company issued 146,486 On February 21, 2021, the Company agreed to issue and on February 25, issued 1,750,000 1,680,000 On January 12, 2021, the Company entered into a License Agreement (the “ Patent License Agreement 3,000,000 0.46 1,380,000 1,380,000 On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued 200,000 1,200,000 0.72 On December 15, 2020, the Company sold 250,000 0.36 90,000 On September 24, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 219,298 On July 9, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 45,000 2.00 EMC2 Capital On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “ EMC2 SPA EMC2 Capital 100,000,000 Purchase Shares 1,415,094 Commitment Shares 2,000,000 Commitment Warrant 11,993,271 The value of the Commitment Shares on the measurement date was $ 0.89 1,259,000 1,780,000 0.89 0.001 0.73 4.33 227 0 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 $ 737,569 521,865 521,865 737,569 During fiscal 2021, from March 3, 2021 through June 30, 2021, the Company sold 721,663 0.32 0.37 250,051 During fiscal 2022, the Company sold 7,856,514 0.02 0.34 1,476,872 EMC2 also exercised their warrant to purchase 2,000,000 2,000 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, 2022 and 2021 is as follows: Summary Of Warrants Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Average Description June 30, 2022 June 30, 2021 Exercise Date of Issuance Expiration EMC2 Capital - 2,000,000 variable July 22, 2020 July 22, 2025 Geneva 51,975 51,975 variable April 26, 2021 April 26, 2024 Firstfire Warrant 1 165,000 165,000 variable June 18, 2021 June 18, 2024 Firstfire Warrant 2 330,000 - variable August 27, 2021 August 27, 2024 Total 546,975 2,216,975 |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | NOTE 5 – Transactions with Related Parties The following excerpt from the Statementof Operations below is provided to show the line item for which the below disclosure relates: Schedule of Statementof Operations Years Ended June 30, 2022 2021 Operating expenses Professional fees 176,174 83,790 Research and development - related party (a) 1,369,097 (c) 461,040 Research and development 3,600 20,700 Selling, general and administrative - related party (b) 1,561,000 (d) 2,751,704 Selling, general and administrative 963,450 109,358 Total operating expense 4,073,321 3,426,592 Loss from operations (4,185,627 ) (3,587,891 ) Other income (expense) Interest expense (281,866 ) (802,301 ) Amortization of debt discount (687,460 ) (163,931 ) Loss on related party transfer of intangible assets - (e) (4,480,000 ) (b) For their services, during 2022, the Company incurred cumulative expense of $ 175,000 (d) For their services, during 2021, the Company incurred cumulative expense of $ 172,500 (b) On March 30, 2022, the Board issued a total of 9,000,000 shares of restricted common stock valued at $0.043 per share, or $ 387,000 On March 30, 2022, Michael Mitsunaga made a $ 10,000 10,000 (b) On October 3, 2021, the Company issued to Richard Johnson, the Company’s former Chief Financial Officer, 1,500,000 405,000 (b) On July 10, 2021, the Company and LionsGate Funding Management LLC (“ LGFM MMSA 100,000 and issue 300,000 shares of restricted common stock valued at $ 129,000 (b) Lionsgate was issued 2,500,000 shares on January 13, 2022 in exchange for services valued at $ 215,000 . 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. The Company recorded the issuance of its shares at par value and the receipt of shares from Global at par value or $5,000 and reflected the balance as a non-current asset under the account “Investment in related party.” For additional information, see “NOTE 4 – Stockholder’s Equity.” (e) 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. 3,100,000 For additional information, see “NOTE 4 – Stockholder’s Equity.” (d) 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 . (e) 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. 1,380,000 For additional information, see “NOTE 4 – Stockholder’s Equity.” (d) 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, or $864,000. (b) and (d) On August 18, 2020 the Company entered into a Media and Marketing Services Agreement (“ Media Agreement During the term of the Media Agreement, Empire was paid $175,000 ((b) $150,000 expense incurred in 2022 and (d) $25,000 expense incurred in 2021) and was to be issued 75,000 shares of restricted common stock. The contract was terminated in November 2021. The Company did not issue the 75,000 shares. Note 6 – Convertible Promissory Notes; Geneva Convertible Promissory Notes dated July 13, 2020, August 3, 2020 and September 8, 2020” Accountants Auditor 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 (a) and (c) Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies and work towards the development of the Company’s COVID-19 tests. Dr. Shujie Cui is the Company’s former Chief Science Officer and 100% owner of Pan Probe. During the year ended June 30, 2022, the Company incurred R&D costs of $ 1,369,097 and paid Pan Probe $ 1,015,000 for R&D work. 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. As of June 30, 2022 and 2021 the balance due to Pan Probe was $ 582,577 and $ 228,480 , respectively. (d) 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 year ended June 30, 2021, the Company recognized $ 10,204 of rent expense 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 Loan Agreement Promissory Note 0 144,577 24,000 267,750 The $24,000 fiscal 2022 payment exceeded the balance due of $2,785 by $21,215, resulting in a receivable to the Company which Lionsgate has partially repaid through fiscal 2022 payments totaling $950, leaving a receivable balance due from Lionsgate of $20,266 as of June 30, 2022. During fiscal 2022 and 2021, the Company recognized $ 0 2,178 |
Convertible Promissory Note
Convertible Promissory Note | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Note | NOTE 6 – Convertible Promissory Note On April 18, 2020, the Company issued five separate unsecured convertible promissory notes in exchange for $ 95,000 Convertible Notes 8 October 17, 2020 9.00 42,224 10,000 500 50,000 6,425 4,345 7,143 0 25,149 35,000 6,102 Firstfire Global Opportunities Fund LLC Firstfire Note No. 1 On June 18, 2021, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC (“ Firstfire 275,000 165,000 224,500 25,000 25,500 Firstfire Note No. 1 275,000 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 June 18, 2021, 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 No. 1 is convertible any time after June 18, 2021 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 No. 1 and/or the Firstfire Warrant No. 1 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company. 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 June 18, 2021, a registration statement to cover the shares issuable under the Firstfire Note No. 1 and Firstfire Warrant No. 1. Failure to file within 90 days and have the registration declared effective before 120 days will result in liquidated damages of 1% principal amount. Due to the Company not filing a registration statement to cover the shares underlying a Firstfire Note No. 1 conversion by the dates specified in the Registration Rights Agreement, the Firstfire Note No. 1 fell into default resulting in the Firstfire Note No. 1 becoming immediately due and the Company recognizing liquidated damages of $2,750 and $77,000 increase in the amount due. As additional consideration, the Company granted Firstfire a warrant to purchase 165,000 Firstfire Warrant No. 1 0.50 0.36 0.41 0.50 0.47 3 194.5 0 This resulted in allocating $48,849 to the Firstfire Warrant No. 1 and $226,151 to the Firstfire Note No. 1. The debt discount attributable to the beneficial conversion feature was $264,372. 275,000 During the year ended June 30, 2022, Firstfire converted $ 164,000 0.03 5,466,666 During the year ended June 30, 2022, the Company recognized $ 34,471 As of June 30, 2022, the total amount due, including interest and penalties, under the Firstfire Note 1 is $ 225,221 40,218,100 Firstfire Note No. 2 On August 27, 2021, the Company entered into a Securities Purchase Agreement with Firstfire, for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $ 385,000 330,000 313,700 35,000 36,300 Firstfire Note No. 2 385,000 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 August 27, 2021, a registration statement to cover the shares issuable under the Firstfire Note No. 2 and Firstfire Warrant No. 2. Failure to file within 90 days and have the registration declared effective before 120 days will result in liquidated damages of 1% of the principal amount. Due to the Company not filing a registration statement to cover the shares underlying a Firstfire Note No. 2 conversion by the dates specified in the Registration Rights Agreement, the Firstfire Note No. 2 fell into default resulting in the Firstfire Note No. 2 becoming immediately due and the Company recognizing liquidated damages of $3,850 and $107,800 increase in the amount due. As additional consideration, the Company granted Firstfire a warrant to purchase 330,000 Firstfire Warrant No. 2 0.50 0.32 0.37 0.50 0.41 3 184.0 0 This resulted in allocating $82,870 to the Firstfire Warrant No. 2 and $302,130 to the Firstfire Note No. 2. The debt discount attributable to the beneficial conversion feature was $248,111. 385,000 During the year ended June 30, 2022, Firstfire converted $ 31,500 0.0063 5,000,000 During the year ended June 30, 2022, the Company recognized $ 46,200 As of June 30, 2022, the total amount due, including interest and penalties, under the Firstfire Note 2 is $ 511,350 93,112,500 Geneva Promissory Note dated April 26, 2021 On April 26, 2021, the Company and Geneva Roth Remark Holdings, Inc. (“ Geneva SPA 86,625 Geneva Promissory Note 51,975 Geneva Warrant 75,000 3,000 750 9,529 57,173 During the year ended June 30, 2022 and 2021, the Company made payments totaling $ 76,230 19,058 3,213 5,550 5,951 27,460 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 SPAs 63,000 55,000 53,000 Geneva CPNs 60,000 52,000 50,000 3,000 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%. 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 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 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 entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire in full satisfaction of the $ 77,061 paid to Geneva on behalf of the Company. On March 15, 2021, the Company issued 146,486 53,000 2,650 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 The Geneva CPNs were repaid in full in fiscal 2021. During the year ended June 30, 2021, the Company recognized $ 9,380 43,374 132,831 |
Leases
Leases | 12 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 7 – Leases On September 14, 2021, in anticipation of increased business, the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California and entered into a Standard Multi-Tenant Office Lease Lease term is five years beginning on October 15, 2021 32,621 9,696 3 On July 13, 2022, the Company received a notice to pay rent or surrender the premises located at 1130 Calle Cordillera, San Clemente, California due to non payment of rent for the months of April 2022 – July 2022 and totaling $ 35,391 32,621 2,770 As of June 30, 2022, the Company has not entered into any leases other than the lease described above which have not yet commenced and would entitle the Company to significant rights or create additional obligations. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. There is no current or deferred tax expense for 2022 and 2021, due to the Company’s loss position. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes and has recorded a full valuation allowance against the deferred tax asset. 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, 2022 and 2021 are as follows: Schedule Of Deferred Tax Assets 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 3,994,223 $ 1,275,168 Statutory tax rate 21 % 21 % Total deferred tax assets 838,787 267,785 Less: valuation allowance (838,787 ) (267,785 ) 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, 2022 and 2021 is as follows: Schedule Of Reconciliation Of Income Tax Rates 2022 2021 Federal Statutory Rate $ 1,082,540 $ 1,897,166 Nondeductible expenses (511,539 ) (1,664,355 ) Change in allowance on deferred tax assets 571,001 232,811 Income tax benefit $ - $ - The net increase in the valuation allowance for deferred tax assets was $ 571,002 232,811 For federal income tax purposes, the Company has net U.S. operating loss carry forwards at June 30, 2022 available to offset future federal taxable income, if any, of approximately $ 3,994,223 The fiscal years 2019 through 2021 remain open to examination by federal authorities and other jurisdictions in which the Company operates. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – Commitments and Contingencies On September 14, 2021, the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California. See “Note 6 - Leases” and “Note 10 – Subsequent Events” for additional information. On February 17, 2022, the Securities and Exchange Commission filed a lawsuit in the federal district court for the Southern District of California, charging the Company, former CEO Charles Strongo, and four stock promoters with violations of section 10(b) of the Securities Exchange Act of 1934 and section 17(a) of the Securities Act of 1933. The SEC’s complaint seeks injunctive relief, disgorgement of funds allegedly received from illegal conduct plus pre-judgment interest, and the civil penalties. On the same day, the US Attorney’s Office for the Southern District of California announced the unsealing of an indictment charging Mr. Strongo and the promoters with conspiring to manipulate the market for the Company’s stock in an alleged “pump-and-dump” scheme through allegedly false and misleading statements in press releases and SEC filings concerning the Company’s emergency use authorization submissions to the Food and Drug Administration for COVID-19 tests. The matter is presently stayed pending the conclusion of the criminal case, United States of America v. Brian Volmer et. al., United States District Court, Southern District Case No. 21-cr-1310-WQH, in which Mr. Strongo is also named as a defendant. Mr. Strongo adamantly denies the allegations and has entered a plea of not guilty to the charges. Total legal costs recognized through fiscal 2022 were $ 72,949 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – Subsequent Events Management has reviewed material events subsequent of the period ended June 30, 2022 and prior to the filing of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”. On July 25, 2022, Firstfire converted $ 29,750 5,000,000 On Agust 3, 2022, Firstfire converted $ 20,000 5,000,000 On September 6, 2022, Firstfire converted $ 23,100 5,000,000 On July 13, 2022, the Company received a notice to pay rent or surrender the premises located at 1130 Calle Cordillera, San Clemente, California due to non payment of rent for the months of April 2022 – July 2022 and totaling $ 35,391 32,621 On July 21, 2022, the Company and 1800 Diagonal Lending LLC (“1800 Diagonal”) entered into a Securities Purchase Agreement (the “1800 Diagonal SPA”). Pursuant to the 1800 Diagonal SPA, the Company sold to 1800 Diagonal a Promissory Note for the principal amount of $114,675 (the “1800 Diagonal Promissory Note”). Pursuant to the 1800 Diagonal Promissory Note the Company received net proceeds of $100,000 which included deductions for a $10,425 original issue discount, $3,000 for legal fees and $1,250 as a due diligence fee. On July 27, 2022, the Company and Coventry Enterprises LLC (“Coventry”) entered into a Securities Purchase Agreement (the “Coventry SPA”). Pursuant to the Coventry SPA, the Company sold to Coventry a promissory note for the principal amount of $125,000 (the “Coventry Note”) and agreed to issue 1,000,000 shares of common stock (the “Common Stock Fee”). Pursuant to the Coventry Note, the Company received net proceeds of $106,250 which included deductions for an original issue discount of $18,750. Also, the Company paid a 3rd party broker the sum of $7,000 as a commission related to the Coventry Note. The Coventry Note includes 10% or $12,500 of guaranteed interest, matures in one (1) year, requires seven payments of $19,642.85 beginning December 27, 2022, is unsecured and subject to customary remedies upon default, including accruing interest at 18% and becoming convertible into common stock at a conversion price per share equal to 90% of the lowest per-share trading price during the twenty (20) trading day period before the conversion. 9,000 7,000 34,750 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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 | 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 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, 2022 and 2021, the Company recognized $ 115,681 171,811 |
Equipment | 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: Summary of Estimated Useful Lives of Depreciable Assets Estimated Useful Lives Computer equipment and software 3 Equipment, furniture and fixtures 5 |
Intangible assets | 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 | 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 The Company had three customers that represented 87.6 |
Concentration of Credit Risk and Off-Balance Sheet Risk | 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 | 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 |
Fair Value Measurements | 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 | 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 | 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 | 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. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share 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): Schedule of Potentially Dilutive Securities in common stock equivalent shares Year Ended Year Ended Common stock warrants 546,975 2,216,975 Convertible promissory notes 131,535,144 10,354 |
Research and Development | 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 | 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. |
Accounting Pronouncements | Accounting Pronouncements We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements. New Accounting Pronouncements Not Yet Adopted None. Accounting Pronouncements Recently Adopted In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements. 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 adopted ASU 2020-01 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements. 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 with no impact on its Financial Statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Depreciable Assets | Summary of Estimated Useful Lives of Depreciable Assets Estimated Useful Lives Computer equipment and software 3 Equipment, furniture and fixtures 5 |
Schedule of Potentially Dilutive Securities in common stock equivalent shares | Schedule of Potentially Dilutive Securities in common stock equivalent shares Year Ended Year Ended Common stock warrants 546,975 2,216,975 Convertible promissory notes 131,535,144 10,354 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary Of Equipment | Summary Of Equipment June 30, 2022 2021 Computers, office equipment and software $ 3,505 $ 3,505 Total equipment 3,505 3,505 Accumulated depreciation (2,230 ) (1,067 ) Equipment, net $ 1,274 $ 2,438 |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary Of Warrants | Summary Of Warrants Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Average Description June 30, 2022 June 30, 2021 Exercise Date of Issuance Expiration EMC2 Capital - 2,000,000 variable July 22, 2020 July 22, 2025 Geneva 51,975 51,975 variable April 26, 2021 April 26, 2024 Firstfire Warrant 1 165,000 165,000 variable June 18, 2021 June 18, 2024 Firstfire Warrant 2 330,000 - variable August 27, 2021 August 27, 2024 Total 546,975 2,216,975 |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Statementof Operations | Schedule of Statementof Operations Years Ended June 30, 2022 2021 Operating expenses Professional fees 176,174 83,790 Research and development - related party (a) 1,369,097 (c) 461,040 Research and development 3,600 20,700 Selling, general and administrative - related party (b) 1,561,000 (d) 2,751,704 Selling, general and administrative 963,450 109,358 Total operating expense 4,073,321 3,426,592 Loss from operations (4,185,627 ) (3,587,891 ) Other income (expense) Interest expense (281,866 ) (802,301 ) Amortization of debt discount (687,460 ) (163,931 ) Loss on related party transfer of intangible assets - (e) (4,480,000 ) (b) For their services, during 2022, the Company incurred cumulative expense of $ 175,000 (d) For their services, during 2021, the Company incurred cumulative expense of $ 172,500 (b) On March 30, 2022, the Board issued a total of 9,000,000 shares of restricted common stock valued at $0.043 per share, or $ 387,000 On March 30, 2022, Michael Mitsunaga made a $ 10,000 10,000 (b) On October 3, 2021, the Company issued to Richard Johnson, the Company’s former Chief Financial Officer, 1,500,000 405,000 (b) On July 10, 2021, the Company and LionsGate Funding Management LLC (“ LGFM MMSA 100,000 and issue 300,000 shares of restricted common stock valued at $ 129,000 (b) Lionsgate was issued 2,500,000 shares on January 13, 2022 in exchange for services valued at $ 215,000 . 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. The Company recorded the issuance of its shares at par value and the receipt of shares from Global at par value or $5,000 and reflected the balance as a non-current asset under the account “Investment in related party.” For additional information, see “NOTE 4 – Stockholder’s Equity.” (e) 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. 3,100,000 For additional information, see “NOTE 4 – Stockholder’s Equity.” (d) 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 . (e) 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. 1,380,000 For additional information, see “NOTE 4 – Stockholder’s Equity.” (d) 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, or $864,000. (b) and (d) On August 18, 2020 the Company entered into a Media and Marketing Services Agreement (“ Media Agreement During the term of the Media Agreement, Empire was paid $175,000 ((b) $150,000 expense incurred in 2022 and (d) $25,000 expense incurred in 2021) and was to be issued 75,000 shares of restricted common stock. The contract was terminated in November 2021. The Company did not issue the 75,000 shares. Note 6 – Convertible Promissory Notes; Geneva Convertible Promissory Notes dated July 13, 2020, August 3, 2020 and September 8, 2020” Accountants Auditor 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 (a) and (c) Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies and work towards the development of the Company’s COVID-19 tests. Dr. Shujie Cui is the Company’s former Chief Science Officer and 100% owner of Pan Probe. During the year ended June 30, 2022, the Company incurred R&D costs of $ 1,369,097 and paid Pan Probe $ 1,015,000 for R&D work. 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. As of June 30, 2022 and 2021 the balance due to Pan Probe was $ 582,577 and $ 228,480 , respectively. (d) 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 year ended June 30, 2021, the Company recognized $ 10,204 of rent expense 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 Loan Agreement Promissory Note 0 144,577 24,000 267,750 The $24,000 fiscal 2022 payment exceeded the balance due of $2,785 by $21,215, resulting in a receivable to the Company which Lionsgate has partially repaid through fiscal 2022 payments totaling $950, leaving a receivable balance due from Lionsgate of $20,266 as of June 30, 2022. During fiscal 2022 and 2021, the Company recognized $ 0 2,178 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Deferred Tax Assets | Schedule Of Deferred Tax Assets 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 3,994,223 $ 1,275,168 Statutory tax rate 21 % 21 % Total deferred tax assets 838,787 267,785 Less: valuation allowance (838,787 ) (267,785 ) Net deferred tax asset $ - $ - |
Schedule Of Reconciliation Of Income Tax Rates | Schedule Of Reconciliation Of Income Tax Rates 2022 2021 Federal Statutory Rate $ 1,082,540 $ 1,897,166 Nondeductible expenses (511,539 ) (1,664,355 ) Change in allowance on deferred tax assets 571,001 232,811 Income tax benefit $ - $ - |
Organization and Going Concern
Organization and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Net cash used in operating activities | $ 1,968,207 | $ 642,802 |
Accumulated deficit | $ 18,937,685 | $ 13,782,732 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended |
Jun. 30, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Economic Useful Lives of Assets | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Economic Useful Lives of Assets | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities in common stock equivalent shares | 546,975 | 2,216,975 |
Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities in common stock equivalent shares | 131,535,144 | 10,354 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Inventory reverse | $ 115,681 | $ 171,811 |
Description of revenue | 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. | |
Lease term | 12 months | |
Customer One [Member] | ||
Customer concentration percentage | 57.20% | |
CustomeThree [Member] | ||
Customer concentration percentage | 87.60% |
Equipment (Details)
Equipment (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total Equipment | $ 3,505 | $ 3,505 |
Accumulated depreciation | (2,230) | (1,067) |
Equipment, Net | 1,274 | 2,438 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Equipment | $ 3,505 | $ 3,505 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 3,505 | |
Depreciation expense | $ 1,163 | $ 1,067 |
Stockholders Equity (Details)
Stockholders Equity (Details) - shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||
Common Stock Issuable from Warrants Outstanding | 546,975 | 2,216,975 |
Warrant [Member] | EMC2 Capital [Member] | ||
Class of Warrant or Right [Line Items] | ||
Description | EMC2 Capital | |
Common Stock Issuable from Warrants Outstanding | 2,000,000 | |
Weighted Average Exercise Price | variable | |
Date of Issuance | Jul. 22, 2020 | |
Date of Issuance | Jul. 22, 2025 | |
Warrant [Member] | Geneva [Member] | ||
Class of Warrant or Right [Line Items] | ||
Description | Geneva | |
Common Stock Issuable from Warrants Outstanding | 51,975 | 51,975 |
Weighted Average Exercise Price | variable | |
Date of Issuance | Apr. 26, 2021 | |
Date of Issuance | Apr. 26, 2024 | |
Warrant [Member] | First Fire [Member] | ||
Class of Warrant or Right [Line Items] | ||
Description | Firstfire Warrant 1 | |
Common Stock Issuable from Warrants Outstanding | 165,000 | |
Weighted Average Exercise Price | variable | |
Date of Issuance | Jun. 18, 2021 | |
Date of Issuance | Jun. 18, 2024 | |
Warrant [Member] | Firstfire 2 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Description | Firstfire Warrant 2 | |
Common Stock Issuable from Warrants Outstanding | 330,000 | |
Weighted Average Exercise Price | variable | |
Date of Issuance | Aug. 27, 2021 | |
Date of Issuance | Aug. 27, 2024 |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||
Jan. 13, 2022 | Jul. 10, 2021 | Apr. 20, 2021 | Apr. 12, 2021 | Mar. 30, 2021 | Mar. 15, 2021 | Mar. 03, 2021 | Feb. 21, 2021 | Jan. 12, 2021 | Jan. 05, 2021 | Dec. 15, 2020 | Sep. 24, 2020 | Jul. 22, 2020 | Jul. 09, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 27, 2021 | |
Class of Warrant or Right [Line Items] | |||||||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||||||||||
Common stock, shares issued | 115,287,079 | 78,713,899 | |||||||||||||||
Common stock, shares outstanding | 115,287,079 | 78,713,899 | |||||||||||||||
Exchange for services | 2,500,000 | ||||||||||||||||
Exchange for services valued | $ 215,000 | $ 1,741,800 | $ 2,544,000 | ||||||||||||||
Issuance of shares | 9,000,000 | ||||||||||||||||
Issuance shares value | $ 387,000 | ||||||||||||||||
Share price | $ 0.89 | ||||||||||||||||
Loss on related party transfer of intangible assets | $ 4,480,000 | ||||||||||||||||
Number of common stock sold | 7,856,514 | 721,663 | |||||||||||||||
Proceeds from sale of common stock | $ 1,476,872 | $ 250,051 | |||||||||||||||
Commitment Shares on measurement | $ 1,259,000 | ||||||||||||||||
Commitment warrant on measurement | $ 1,780,000 | ||||||||||||||||
Exercise price | $ 0.001 | ||||||||||||||||
Discount rate | 0.73% | ||||||||||||||||
Expected life | 4 years 3 months 29 days | ||||||||||||||||
Expected volatility | 227% | ||||||||||||||||
Expected dividends | 0% | ||||||||||||||||
Fair valu of warrant commitment | $ 737,569 | ||||||||||||||||
Fair valu of shares commitment | 521,865 | ||||||||||||||||
Deferred financing asset | 521,865 | $ 271,814 | |||||||||||||||
Interest expense | $ 737,569 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Purchase price of stock | $ 0.02 | $ 0.32 | |||||||||||||||
Maximum [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Purchase price of stock | $ 0.34 | $ 0.37 | |||||||||||||||
MSMA [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Restricted common stock issued to entity | 5,000,000 | ||||||||||||||||
IP License Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Restricted common stock issued to entity | 5,000,000 | ||||||||||||||||
Share price | $ 0.62 | ||||||||||||||||
Loss on related party transfer of intangible assets | $ 3,100,000 | ||||||||||||||||
Patent License Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Restricted common stock issued to entity | 3,000,000 | ||||||||||||||||
Proceeds from stock issued | $ 1,380,000 | ||||||||||||||||
Share price | $ 0.46 | ||||||||||||||||
Compensation expense | $ 1,380,000 | ||||||||||||||||
Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
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] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
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] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Stock issued for purchase agreement | 2,000,000 | ||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Share price | $ 0.36 | $ 0.32 | |||||||||||||||
Number of common stock sold | 250,000 | ||||||||||||||||
Proceeds from sale of common stock | $ 90,000 | ||||||||||||||||
Restricted Stock [Member] | MMSA [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Cash payment | $ 100,000 | ||||||||||||||||
Stock issued for purchase agreement | 300,000 | ||||||||||||||||
Restricted common stock valued | $ 129,000 | ||||||||||||||||
Firstfire 1 [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Exchange for services | 16,000,000 | ||||||||||||||||
Exchange for services valued | $ 1,733,100 | ||||||||||||||||
Firstfire Note No 1 [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Principal amount | $ 164,000 | ||||||||||||||||
Price per share | $ 0.03 | ||||||||||||||||
Shares Received | $ 5,466,666 | ||||||||||||||||
Firstfire Note No 2 [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Principal amount | $ 31,500 | ||||||||||||||||
Price per share | $ 0.0063 | ||||||||||||||||
Shares Received | $ 5,000,000 | ||||||||||||||||
Empire Associates, Inc [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Cash payment | $ 77,060 | ||||||||||||||||
Restricted common stock issued to entity | 250,000 | ||||||||||||||||
Nunzia Pharmaceutical, Inc [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Restricted common stock issued to entity | 5,000,000 | ||||||||||||||||
Proceeds from stock issued | $ 5,000 | ||||||||||||||||
Geneva Roth Remark Holdings Inc [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Restricted common stock issued to entity | 146,486 | ||||||||||||||||
Lions Gate [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Exchange for services | 2,500,000 | ||||||||||||||||
Exchange for services valued | $ 215,000 | ||||||||||||||||
Lions Gate [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Restricted common stock issued to entity | 1,750,000 | ||||||||||||||||
Share price | $ 0.89 | ||||||||||||||||
Compensation expense | $ 1,680,000 | ||||||||||||||||
Number of stock sold | 2,000,000 | ||||||||||||||||
Stock exchange for cash | $ 2,000 | ||||||||||||||||
Dr. Miriam Lisbeth Paez De La Cerda [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Common stock, shares issued | 200,000 | ||||||||||||||||
Restricted common stock issued | 1,200,000 | ||||||||||||||||
Each Director [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Share price | $ 0.72 | ||||||||||||||||
Director [Member] | Common Stock [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Share price | $ 2 | ||||||||||||||||
Purchase of common stock shares | 45,000 | ||||||||||||||||
Director [Member] | Restricted Stock [Member] | Subscription Agreement [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Purchase of common stock shares | 219,298 |
Transactions with Related Par_3
Transactions with Related Parties (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Professional fees | $ 176,174 | $ 83,790 |
Research and development - related party | 1,369,097 | 461,040 |
Research and development | 3,600 | 20,700 |
Selling, general and administrative - related party | 1,561,000 | 2,751,704 |
Selling, general and administrative | 963,450 | 109,358 |
Total operating expense | 4,073,321 | 3,426,592 |
Loss from operations | (4,185,627) | (3,587,891) |
Other income (expense) | ||
Interest expense | (281,866) | (802,301) |
Amortization of debt discount | (687,460) | (163,931) |
Loss on related party transfer of intangible assets | $ (4,480,000) |
Transactions with Related Par_4
Transactions with Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Jan. 13, 2022 | Oct. 03, 2021 | Sep. 14, 2021 | Jul. 10, 2021 | Apr. 12, 2021 | Jan. 05, 2021 | Mar. 30, 2022 | Feb. 21, 2021 | Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 30, 2021 | Jan. 12, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
[custom:RestrictedCommonStock] | 9,000,000 | ||||||||||||
[custom:RestrictedCommonStockAmount] | $ 387,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 430,000 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,500,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 215,000 | $ 1,741,800 | $ 2,544,000 | ||||||||||
Common Stock, Shares, Issued | 115,287,079 | 78,713,899 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||
Media Agreement | During the term of the Media Agreement, Empire was paid $175,000 ((b) $150,000 expense incurred in 2022 and (d) $25,000 expense incurred in 2021) and was to be issued 75,000 shares of restricted common stock. The contract was terminated in November 2021. The Company did not issue the 75,000 shares. | ||||||||||||
[custom:ResearchAndDevelopmentRelatedParty] | $ 1,369,097 | $ 461,040 | |||||||||||
Operating Leases, Rent Expense | $ 9,696 | ||||||||||||
Advances from related party | 144,576 | ||||||||||||
Payments of related party note | $ (2,785) | (266,270) | |||||||||||
Payment exceeded description | The $24,000 fiscal 2022 payment exceeded the balance due of $2,785 by $21,215, resulting in a receivable to the Company which Lionsgate has partially repaid through fiscal 2022 payments totaling $950, leaving a receivable balance due from Lionsgate of $20,266 as of June 30, 2022. | ||||||||||||
Interest expenses | $ 0 | 2,178 | |||||||||||
Restricted Stock [Member] | MMSA [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments for Restructuring | $ 100,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 300,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 129,000 | ||||||||||||
Restricted Stock [Member] | Mutual Sales And Marketing Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | ||||||||||||
Chief Financial Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
[custom:RestrictedCommonStock] | 1,500,000 | ||||||||||||
[custom:RestrictedCommonStockAmount] | $ 405,000 | ||||||||||||
Rene Alvarez [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cumulative expense | 175,000 | 172,500 | |||||||||||
Michael Mitsunaga [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Repayments of Debt | $ 10,000 | ||||||||||||
Notes Payable, Related Parties | 10,000 | ||||||||||||
Lions Gate [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,500,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 215,000 | ||||||||||||
Charles Strongo [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common Stock, Shares, Issued | 5,000,000 | 3,000,000 | |||||||||||
Initially valued | $ 3,100,000 | ||||||||||||
License Agreement Amount | $ 1,380,000 | ||||||||||||
Majority Shareholder [Member] | Non Interest Bearing Advances [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 1,750,000 | ||||||||||||
Costs and Expenses | $ 1,680,000 | ||||||||||||
Other Noncash Income (Expense) | 1,015,000 | ||||||||||||
Costs Incurred, Development Costs | 582,577 | 228,480 | |||||||||||
Advances from related party | 0 | 144,577 | |||||||||||
Dr. Miriam Lisbeth Paez De La Cerda [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common Stock, Shares, Issued | 200,000 | ||||||||||||
Conversion of Stock, Description | common stock to each of the six Directors for a total issuance of 1,200,000 shares | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.72 | ||||||||||||
Dr. Shujie Cui Is The Company's Chief Science Officer And Owner Of Pan Probe Biotech [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Description of rent | (d) 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. | ||||||||||||
Operating Leases, Rent Expense | 10,204 | ||||||||||||
LionsGate Funding Group LLC [Member] | Notes Payable, Other Payables [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments of related party note | $ 24,000 | $ 267,750 |
Convertible Promissory Note (De
Convertible Promissory Note (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
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 | Aug. 27, 2021 | Aug. 27, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible notes | $ 538,200 | $ 162,000 | ||||||||||||||||
Professional fees | $ 176,174 | 83,790 | ||||||||||||||||
Liquidated damages | the Company recognizing liquidated damages of $2,750 and $77,000 increase in the amount due. | |||||||||||||||||
Exercise price | $ 0.001 | |||||||||||||||||
Share price | $ 0.89 | |||||||||||||||||
Discount rate | 0.73% | |||||||||||||||||
Expected life | 4 years 3 months 29 days | |||||||||||||||||
Expected volatility | 227% | |||||||||||||||||
Expected dividends | 0% | |||||||||||||||||
Description of warrant | This resulted in allocating $82,870 to the Firstfire Warrant No. 2 and $302,130 to the Firstfire Note No. 2. The debt discount attributable to the beneficial conversion feature was $248,111. | This resulted in allocating $48,849 to the Firstfire Warrant No. 1 and $226,151 to the Firstfire Note No. 1. The debt discount attributable to the beneficial conversion feature was $264,372. | ||||||||||||||||
Debt discount | $ 687,460 | 163,931 | ||||||||||||||||
Interest expenses | 281,866 | 802,301 | ||||||||||||||||
Interest and penalties | $ 225,221 | |||||||||||||||||
Convertible shares | 40,218,100 | |||||||||||||||||
Legal fees | $ 72,949 | |||||||||||||||||
Repayments of Notes Payable | $ 70,780 | $ 15,845 | ||||||||||||||||
Common stock, shares issued | 115,287,079 | 78,713,899 | ||||||||||||||||
First Fire [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Share price | $ 0.03 | |||||||||||||||||
Converted principal amount | $ 164,000 | |||||||||||||||||
Common stock shares | 5,466,666 | |||||||||||||||||
Interest expenses | $ 34,471 | |||||||||||||||||
Firstfire Warrant No 2 [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Liquidated damages | the Company recognizing liquidated damages of $3,850 and $107,800 increase in the amount due. | |||||||||||||||||
Share price | $ 0.0063 | |||||||||||||||||
Converted principal amount | $ 31,500 | |||||||||||||||||
Common stock shares | 5,000,000 | |||||||||||||||||
Interest and penalties | $ 511,350 | |||||||||||||||||
Convertible shares | 93,112,500 | |||||||||||||||||
Firstfire Warrant No [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Interest expenses | $ 46,200 | |||||||||||||||||
Firstfire Warrant [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Stock to purchase warrants | 165,000 | 330,000 | ||||||||||||||||
Exercise price | $ 0.50 | $ 0.50 | ||||||||||||||||
Share price | $ 0.41 | $ 0.37 | $ 0.37 | |||||||||||||||
Discount rate | 0.47% | 0.41% | ||||||||||||||||
Expected life | 3 years | 3 years | ||||||||||||||||
Expected volatility | 194.50% | 184% | ||||||||||||||||
Expected dividends | 0% | 0% | ||||||||||||||||
Debt discount | $ 275,000 | $ 385,000 | ||||||||||||||||
Firstfire Note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
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 June 18, 2021, 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 No. 1 is convertible any time after June 18, 2021 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 No. 1 and/or the Firstfire Warrant No. 1 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company. | |||||||||||||||||
Geneva Warrant [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Accretion related to the Convertible Notes | 76,230 | $ 19,058 | ||||||||||||||||
Exercise price | $ 0.50 | $ 0.50 | ||||||||||||||||
Debt discount | 5,951 | 27,460 | ||||||||||||||||
Interest expenses | 3,213 | 5,550 | ||||||||||||||||
Purchase shares of warrant | 51,975 | |||||||||||||||||
Common stock, shares issued | 250,000 | |||||||||||||||||
Geneva Promissory Note [Member] | SPA [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible notes | $ 75,000 | |||||||||||||||||
Convertible note principle | 86,625 | |||||||||||||||||
Professional fees | 3,000 | |||||||||||||||||
Due diligence fee | 750 | |||||||||||||||||
Monthly payments | $ 9,529 | |||||||||||||||||
Warrant issued to purchase common stock | 57,173 | |||||||||||||||||
Firstfire [Member] | 12% senior secured convertible promissory note [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Convertible note principle | $ 275,000 | $ 385,000 | $ 385,000 | |||||||||||||||
Stock to purchase warrants | 165,000 | 330,000 | ||||||||||||||||
Cash received | $ 224,500 | $ 313,700 | ||||||||||||||||
Original issue discount | 25,000 | 35,000 | ||||||||||||||||
Professional fees | 25,500 | 36,300 | ||||||||||||||||
Convertible promissory note | $ 275,000 | $ 385,000 | $ 385,000 | |||||||||||||||
Five Separate Unsecured Convertible Promissory Notes [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Fair value of beneficial conversion feature | 132,831 | |||||||||||||||||
Accretion related to the Convertible Notes | 132,831 | |||||||||||||||||
Interest expenses | 9,380 | 43,374 | ||||||||||||||||
Common stock payable | 77,061 | |||||||||||||||||
ConvertibleNotePayableDated - July 13, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible notes | $ 60,000 | |||||||||||||||||
Debt instrument face value | $ 63,000 | |||||||||||||||||
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. | |||||||||||||||||
ConvertibleNotePayableDated - August 3, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible notes | $ 52,000 | |||||||||||||||||
Debt instrument face value | $ 55,000 | |||||||||||||||||
ConvertibleNotePayableDated - September 8, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible notes | $ 50,000 | |||||||||||||||||
Convertible note principle | $ 53,000 | $ 55,000 | ||||||||||||||||
Interest expenses | $ 2,650 | 3,256 | ||||||||||||||||
Debt instrument face value | 53,000 | |||||||||||||||||
Legal fees | $ 3,000 | |||||||||||||||||
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%. | |||||||||||||||||
Repayments of Notes Payable | 77,061 | |||||||||||||||||
Increase (Decrease) in Notes Payable, Current | $ 18,805 | |||||||||||||||||
Common stock, shares issued | 146,486 | |||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Share price | $ 0.32 | $ 0.32 | $ 0.36 | |||||||||||||||
Restricted Stock [Member] | Five Separate Unsecured Convertible Promissory Notes [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible notes | $ 95,000 | 35,000 | ||||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||||||
Debt instrument maturity date | Oct. 17, 2020 | |||||||||||||||||
Debt instrument conversion price per share | $ 9 | |||||||||||||||||
Fair value of beneficial conversion feature | $ 42,224 | |||||||||||||||||
Convertible note principle | $ 50,000 | $ 10,000 | ||||||||||||||||
Interest payable | $ 6,425 | $ 500 | ||||||||||||||||
Interest expenses | 4,345 | 7,143 | ||||||||||||||||
Accrued Interest | 0 | $ 25,149 | ||||||||||||||||
Accretion related to the Convertible Notes | $ 6,102 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Jul. 13, 2022 | Sep. 14, 2021 | Aug. 31, 2022 | Jun. 30, 2022 |
Subsequent Event [Line Items] | ||||
Description of lease | the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California and entered into a Standard Multi-Tenant Office Lease | |||
Lease term description | term is five years beginning on October 15, 2021 | |||
Security deposit | $ 32,621 | |||
Monthly base rent | $ 9,696 | |||
Annual increase percentage | 300% | |||
Deposit | $ 32,621 | |||
Lease deposit liability | $ 2,770 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
[custom:NonPaymentOfRent] | $ 35,391 | |||
Deposit | $ 32,621 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 3,994,223 | $ 1,275,168 |
Statutory tax rate | 21% | 21% |
Total deferred tax assets | $ 838,787 | $ 267,785 |
Less: valuation allowance | (838,787) | (267,785) |
Net deferred tax asset |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Rate | $ 1,082,540 | $ 1,897,166 |
Nondeductible expenses | 511,539 | 1,664,355 |
Change in allowance on deferred tax assets | 571,001 | 232,811 |
Income tax benefit |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance for deferred tax assets | $ 571,002 | $ 232,811 |
Net operating loss carryforward | $ 3,994,223 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Jun. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal costs | $ 72,949 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Sep. 06, 2022 | Aug. 03, 2022 | Jul. 13, 2022 | Jul. 27, 2022 | Jul. 25, 2022 | Jul. 21, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||
Surrented the deposit | $ 32,621 | ||||||||
Debt discount | $ 687,460 | $ 163,931 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Non payment of rent | $ 35,391 | ||||||||
Surrented the deposit | $ 32,621 | ||||||||
Securities purchases description | the Company and Coventry Enterprises LLC (“Coventry”) entered into a Securities Purchase Agreement (the “Coventry SPA”). Pursuant to the Coventry SPA, the Company sold to Coventry a promissory note for the principal amount of $125,000 (the “Coventry Note”) and agreed to issue 1,000,000 shares of common stock (the “Common Stock Fee”). Pursuant to the Coventry Note, the Company received net proceeds of $106,250 which included deductions for an original issue discount of $18,750. Also, the Company paid a 3rd party broker the sum of $7,000 as a commission related to the Coventry Note. The Coventry Note includes 10% or $12,500 of guaranteed interest, matures in one (1) year, requires seven payments of $19,642.85 beginning December 27, 2022, is unsecured and subject to customary remedies upon default, including accruing interest at 18% and becoming convertible into common stock at a conversion price per share equal to 90% of the lowest per-share trading price during the twenty (20) trading day period before the conversion. | the Company and 1800 Diagonal Lending LLC (“1800 Diagonal”) entered into a Securities Purchase Agreement (the “1800 Diagonal SPA”). Pursuant to the 1800 Diagonal SPA, the Company sold to 1800 Diagonal a Promissory Note for the principal amount of $114,675 (the “1800 Diagonal Promissory Note”). Pursuant to the 1800 Diagonal Promissory Note the Company received net proceeds of $100,000 which included deductions for a $10,425 original issue discount, $3,000 for legal fees and $1,250 as a due diligence fee. | |||||||
Common Stock Fee value | $ 9,000 | ||||||||
Broker commission | 7,000 | ||||||||
Debt discount | $ 34,750 | ||||||||
First Fire [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of stock amount converted | $ 23,100 | $ 20,000 | $ 29,750 | ||||||
Firstfire Note 2 [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 5,000,000 | 5,000,000 | 5,000,000 |