Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2020 | Dec. 11, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Life Clips, Inc. | |
Entity Central Index Key | 0001604930 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity's Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,259,831,337 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Current assets | ||
Cash | $ 16,100 | $ 33,774 |
Total assets | 16,100 | 33,774 |
Current liabilities | ||
Accounts Payable | 358,687 | 352,387 |
Due to Related Party | 688,050 | 463,050 |
Accrued Expenses and Interest Payable | 1,286,970 | 1,007,498 |
Convertible Note Payable | 75,000 | |
Convertible Note Payable - In Default (net of discount of $0 and $22,890, respectively) | 2,428,960 | 2,331,070 |
Notes Payable - In Default | 530,000 | 530,000 |
Derivative Liability - Convertible Notes Payable | 10,627,901 | 3,230,842 |
Total Current Liabilities | 15,920,568 | 7,989,847 |
Commitments and Contingencies (Note 8) | ||
Shareholders' deficit | ||
Preferred stock, ($0.001 par value; 20,000,000 shares authorized, 1,000,000 shares issued and outstanding) | 1,000 | 1,000 |
Common Stock, ($0.001 par value; 5,000,000,000 shares authorized, 1,259,831,337 shares issued and outstanding) | 1,259,831 | 1,259,831 |
Shares to be issued/returned | 125,032 | 125,032 |
Additional paid in capital | 9,218,935 | 9,218,935 |
Accumulated deficit | (26,509,266) | (18,560,871) |
Total shareholders' deficit | (15,904,468) | (7,956,073) |
Total liabilities and shareholders' deficit | $ 16,100 | $ 33,774 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, net of discount, current | $ 0 | $ 22,890 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 1,259,831,337 | 1,259,831,337 |
Common stock, shares outstanding | 1,259,831,337 | 1,259,831,337 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | ||||
Revenues | |||||||
Revenues | |||||||
Cost of Goods Sold | |||||||
Gross Profit | |||||||
Operating Costs: | |||||||
Professional Fees | 87,800 | 79,630 | 241,455 | 261,896 | |||
Other General and Administrative Expenses | 944 | 1,974 | 6,150 | 5,973 | |||
Software Fees and Support | 164 | 134 | 1,369 | 706 | |||
Total Operating Costs | 88,908 | 81,738 | 248,974 | 268,575 | |||
Loss from Operations | (88,908) | (81,738) | (248,974) | (268,575) | |||
Other Income/(Expense): | |||||||
Loss on Extinguishment of Debt | (35,353) | (108,401) | |||||
Interest Expense | (92,364) | (91,343) | (302,362) | (273,857) | |||
Change in Fair Value of Derivative | 6,535,398 | (1,207,669) | (7,397,059) | 6,281,646 | |||
Total Other Income (Expense) | 6,443,034 | (1,334,365) | (7,699,421) | 5,899,388 | |||
Income/(Loss) Before Income Taxes | 6,354,126 | (1,416,103) | (7,948,395) | 5,630,813 | |||
Provision for Income Taxes | |||||||
Net Income/(Loss) | $ 6,354,126 | $ (1,416,103) | $ (7,948,395) | $ 5,630,813 | |||
Earnings/(Loss) Per Share: Basic and Diluted | $ 0.01 | [1] | $ (0.01) | [1] | [1] | ||
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 1,259,831,337 | 1,259,831,337 | 1,259,831,337 | 1,259,831,337 | |||
[1] | Less than $0.01 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock [Member] | Shares to be Issued and Returned [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2018 | $ 1,000 | $ 1,259,831 | $ 89,482 | $ 9,218,935 | $ (23,825,468) | $ (13,256,220) |
Balance, shares at Jun. 30, 2018 | 1,000,000 | 1,259,831,337 | ||||
Net Income Loss | 5,630,813 | 5,630,813 | ||||
Balance at Mar. 31, 2019 | $ 1,000 | $ 1,259,831 | 89,482 | 9,218,935 | (18,194,655) | (7,625,407) |
Balance, shares at Mar. 31, 2019 | 1,000,000 | 1,259,831,337 | ||||
Balance at Dec. 31, 2018 | $ 1,000 | $ 1,259,831 | 89,482 | 9,218,935 | (16,778,552) | (6,209,304) |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 1,259,831,337 | ||||
Net Income Loss | (1,416,103) | (1,416,103) | ||||
Balance at Mar. 31, 2019 | $ 1,000 | $ 1,259,831 | 89,482 | 9,218,935 | (18,194,655) | (7,625,407) |
Balance, shares at Mar. 31, 2019 | 1,000,000 | 1,259,831,337 | ||||
Balance at Jun. 30, 2019 | $ 1,000 | $ 1,259,831 | 125,032 | 9,218,935 | (18,560,871) | (7,956,073) |
Balance, shares at Jun. 30, 2019 | 1,000,000 | 1,259,831,337 | ||||
Net Income Loss | (7,948,395) | (7,948,395) | ||||
Balance at Mar. 31, 2020 | $ 1,000 | $ 1,259,831 | 125,032 | 9,218,935 | (26,509,266) | (15,904,468) |
Balance, shares at Mar. 31, 2020 | 1,000,000 | 1,259,831,337 | ||||
Balance at Dec. 31, 2019 | $ 1,000 | $ 1,259,831 | 125,032 | 9,218,935 | (32,863,392) | (22,258,594) |
Balance, shares at Dec. 31, 2019 | 1,000,000 | 1,259,831,337 | ||||
Net Income Loss | 6,354,126 | 6,354,126 | ||||
Balance at Mar. 31, 2020 | $ 1,000 | $ 1,259,831 | $ 125,032 | $ 9,218,935 | $ (26,509,266) | $ (15,904,468) |
Balance, shares at Mar. 31, 2020 | 1,000,000 | 1,259,831,337 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows From Operating Activities: | ||||
Net Income/(Loss) | $ 6,354,126 | $ (1,416,103) | $ (7,948,395) | $ 5,630,813 |
Adjustments to Reconcile Net Income/(Loss) to Net Cash From Operating Activities: | ||||
Changes in Fair Value of Derivative Liabilities | (6,535,398) | 1,207,669 | 7,397,059 | (6,281,646) |
Amortization of Debt Discount | 22,890 | 88,375 | ||
Changes in Assets and Liabilities: | ||||
Accounts Payable | 6,300 | (786) | ||
Due to Related Parties | 225,000 | 225,000 | ||
Accrued Expenses and Interest Payable | 279,472 | 293,773 | ||
Net Cash From Operating Activities | (17,674) | (44,471) | ||
Cash Flows From Financing Activities: | ||||
Proceeds From Convertible Notes Payables | 75,000 | |||
Net Cash From Financing Activities | 75,000 | |||
Net Change in Cash | (17,674) | 30,529 | ||
Cash at Beginning of Period | 33,774 | 8,252 | ||
Cash at End of Period | $ 16,100 | $ 38,781 | 16,100 | 38,781 |
Cash Paid for: | ||||
Interest | ||||
Income Taxes |
Organization and Operations
Organization and Operations | 9 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | NOTE 1. ORGANIZATION AND OPERATIONS Life Clips, Inc. (the “Company”) was incorporated in Wyoming on March 20, 2013 as Blue Sky Media Corporation and its principal business was developing, financing, producing and distributing motion pictures and related entertainment products. Following the Company’s October 2, 2015 acquisition of Klear Kapture, Inc. (“Klear Kapture”), the Company continued Klear Kapture’s business of developing a body camera and an auditable software solution suitable for use by law enforcement. The Company changed its name to Life Clips, Inc. on November 3, 2015 in order to better reflect its business operations at the time. On July 11, 2016, the Company completed its acquisition (the “Acquisition”) of all of the outstanding equity securities of Batterfly Energy Ltd. (“Batterfly”), an Israel-based corporation that develops and distributes a single-use, cordless battery under the brand name Mobeego for use with cellular phones and other mobile devices. Batterfly is now a wholly owned subsidiary of the Company. The Acquisition was completed pursuant to a Stock Purchase Agreement, dated as of June 10, 2016 (the “Purchase Agreement”), among the Company, Batterfly and all of the shareholders of Batterfly, as amended. The Company is currently open to and pursuing alternative business opportunities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation Interim Disclosures Use of Estimates Cash and Cash equivalents Income Tax Basic and Diluted Net Income (Loss) Per Share Fair Value of Financial Instruments The following are the hierarchical levels of inputs to measure fair value: ● Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses and interest, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3 (See Note 6). Embedded Conversion Features Derivative Financial Instruments For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Debt Issue Costs and Debt Discount Stock Based Compensation The Company accounts for stock-based compensation issued to nonemployees and consultants in accordance with the provisions of ASC 505-50 “Equity-Based Payments to Non-Employees”. Measurement of share-based payment transactions with nonemployees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. Recognition of Revenues ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Recently Issued Accounting Pronouncements Financial Accounting Standards Board (“FASB”) ASU 2016-02 “Leases (Topic 842)”- Subsequent Events |
Uncertainty of Ability to Conti
Uncertainty of Ability to Continue as a Going Concern | 9 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Uncertainty of Ability to Continue as a Going Concern | NOTE 3. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has no revenues, net accumulated losses since inception and an accumulated deficit of $25,509,266. These factors raise doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on management funding operating costs. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE At March 31, 2020 and June 30, 2019, the Company had two notes payable in the amount of $530,000, with the following terms: 1. The Batterfly Acquisition Note required the Company to make two payments of $250,000 on October 6, 2017 and February 13, 2017. Upon failure to pay the payment due, the balance began to accrue interest at 11% per annum. 2. On July 14, 2016, the Company issued a new promissory note to NUWA Group, LLC., from which the Company received $30,000 in gross proceeds, has a maturity date of October 14, 2016, and bears interest at 5% per annum. This promissory note does not have a conversion feature. |
Convertible Debt
Convertible Debt | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | NOTE 5. CONVERTIBLE DEBT Convertible Notes Balance at March 31, 2020 Balance at June 30, 2019 Due Date Interest Rate Conversion Terms $ 1,931,806 $ 1,931,806 Range from 05/13/2017 to 4/18/2019 Range from 3.85% to 22% Conversion price equal to fifty percent (50%) of the lowest trading price during the twenty (20) trading day period prior to the date of conversion - $0.00005 at March 31, 2020, convertible into 19,318 million shares not including interest. 332,154 332,154 Range from 06/10/17 to 3/30/18 10% Conversion price equal to seventy five percent (75%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.00008 at March 31, 2020, convertible into 2,214 million shares not including interest. 165,000 165,000 Range from 01/27/2018 to 11/15/2019 Range from 10% to 22% Conversion price equal to fifty percent (50%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.00005 at March 31, 2020, convertible into 1,650 million shares not including interest. $ 2,428,960 $ 2,428,960 The Company evaluated the convertible promissory notes under ASC 815 Derivatives and Hedging Debt Discount The Company recorded the debt discount to the extent of the gross proceeds raised and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. Future Commitments At March 31, 2020, the Company has outstanding convertible debt of $2,428,960 which is due within the next 12 months. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS The Company’s convertible promissory notes and detachable warrants gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Additionally, the detachable warrants contained terms and features that gave rise to derivative liability classification. As of March 31, 2020, the Company does not have enough authorized shares to settle all potential conversion and warrant transactions. The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2020 and June 30, 2019 and the amounts that were reflected in income related to derivatives for the period ended: March 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 71,017 $ 10,627,901 Total 71,017 $ 10,627,901 *including principal and interest June 30, 2019 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 21,674 $ 3,230,842 Total 21,674 $ 3,230,842 *including principal and interest The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended March 31, 2020 and 2019: For the Three Months Ended The financings giving rise to derivative financial instruments and the gain (loss) effects: March 31, 2020 March 31, 2019 Embedded derivatives $ 6,535,398 $ (1,207,669 ) Derivative warrants - Total $ 6,535,398 $ (1,207,669 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the nine months ended March 31, 2020 and 2019: For the Nine Months Ended The financings giving rise to derivative financial instruments and the gain (loss) effects: March 31, 2020 March 31, 2019 Embedded derivatives $ (7,397,059 ) $ 6,281,651 Derivative warrants - (5 ) Total $ (7,397,059 ) $ 6,281,646 Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities: March 31, 2020 June 30, 2019 Quoted market price on valuation date $ 0.0002 $ 0.0003 Range of effective contractual conversion rates $ 0.00005 - $0.00008 $ 0.00015 - $0.00023 Contractual term to maturity 0.25 Years 0.11 – 0.42 Years Market volatility: Volatility 0% - 57.68 % 0% - 57.68 % Risk-adjusted interest rate 2.12% - 2.21 % 2.12% - 2.21 % The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the embedded derivatives and detachable warrants during the period ended March 31, 2020 and the year ended June 30, 2019. Period Ended Year Ended March 31, 2020 June 30, 2019 Balances at beginning of year $ 3,230,842 $ 9,284,359 Issuances: Embedded derivatives - 75,000 Detachable warrants - - Conversions: Embedded derivatives - - Detachable warrants - - Expirations: Detachable warrants - - Changes in fair value inputs and assumptions reflected in income 7,397,059 (6,128,517 ) Balances at end of year $ 10,627,901 $ 3,230,842 |
Equity
Equity | 9 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | NOTE 7. EQUITY Authorized Capital On September 28, 2017, the Company filed Articles of Amendment authorizing 5,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 20,000,000 shares of Preferred Stock, par value $0.001 (the “Preferred Stock”). The Board may issue shares of Preferred Stock in one or more series and fix the rights, preferences and privileges thereof, including voting rights, terms of redemption, redemption prices, liquidation preferences, number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. Preferred Stock Effective May 19, 2017, the Company amended its Articles of Incorporation to designate 1,000,000 shares of preferred stock as Series A Preferred Stock, with a par value of $0.001 per share (the “Series A Stock”). Each share of Series A Stock ranks, with respect to dividend rights and rights upon liquidation, winding up or dissolution of the Company, the same as the common stock of the Company, par value $0.001 per share (the “Common Stock”) and is not entitled to any specific dividends or other distributions, other than those declared by the Board of Directors. Each share of Series A Stock has 400 votes on any matter submitted to the shareholders of the Company, and the Series A Stock votes together with the holders of the outstanding shares of all other capital stock of the Company (including the Common Stock and any other series of preferred stock then outstanding), and not as a separate class, series or voting group on any such matter. The Series A Preferred Stock is not transferrable by the holder, and may be redeemed by the Company at any time for the par value. In the event that the holder of Series A Preferred Stock who is an employee or officer of the Company leaves their position as an employee or officer of the Company for any reason, the Series A Preferred Stock held by that holder will be automatically cancelled and will revert to being authorized and unissued shares of Series A Preferred Stock. The Series A Stock is not convertible into any other class of shares of the Company. Stock and Incentive Plan On April 20, 2017, the Company adopted the Life Clips, Inc. 2017 Stock and Incentive Plan under which the Company may issue nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards of cash. A maximum of 20,000,000 shares of common stock may be issued under the plan, representing in excess of 35% of the number of the Company’s currently outstanding shares. Awards under the plan will be made at the discretion of the Board of Directors, although no awards have been made to date. Accordingly, the Company cannot currently determine the amount of awards that will be made under the plan. Warrants and Options At March 31, 2020 and June 30, 2019, the Company had 975,000 warrants outstanding, with a strike price of $0.40. No warrants were granted, forfeited or expired during the nine month periods ended March 31, 2020 and 2019. The weighted average remaining lives of the warrants were 0 at March 31, 2020 and June 30, 2019. |
Committments and Contingencies
Committments and Contingencies | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Committments and Contingencies | NOTE 8. COMMITTMENTS AND CONTINGENCIES From time to time, the Company may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these matters will not have a material adverse effect on consolidated results of operations, financial position, or cash flow. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS On June 2, 2020, the Board of Directors, agreed to issue 5,260,000,000 common stock shares in lieu of unpaid management and director salaries of the accrued amounts from July 1, 2018 through and including March 31, 2020. As of the date of this filing, the shares are still pending issuance. On September 17, 2020, the Company entered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $5,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the twenty-trading day period prior to the date of conversion. The note maturity date is September 17, 2021. On November 12, 2020, the Company entered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $5,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the twenty-trading day period prior to the date of conversion. The note maturity date is November 12, 2021. On November 13, 2020, the Company entered into an 18% Convertible Promissory Note with RT Acquisitions LLC, an unaffiliated third party. The note was in a principal amount of $10,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the twenty-trading day period prior to the date of conversion. The note maturity date is November 13, 2021. On December 14, 2020, the Company entered into an 18% Convertible Promissory Note with Taconic Group LLC, an unaffiliated third party. The note was in a principal amount of $10,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the twenty-trading day period prior to the date of conversion. The note maturity date is December 14, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation |
Interim Disclosures | Interim Disclosures |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash equivalents |
Income Tax | Income Tax |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following are the hierarchical levels of inputs to measure fair value: ● Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses and interest, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3 (See Note 6). |
Embedded Conversion Features | Embedded Conversion Features |
Derivative Financial Instruments | Derivative Financial Instruments For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Debt Issue Costs and Debt Discount | Debt Issue Costs and Debt Discount |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation issued to nonemployees and consultants in accordance with the provisions of ASC 505-50 “Equity-Based Payments to Non-Employees”. Measurement of share-based payment transactions with nonemployees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
Recognition of Revenues | Recognition of Revenues ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Accounting Standards Board (“FASB”) ASU 2016-02 “Leases (Topic 842)”- |
Subsequent Events | Subsequent Events |
Convertible Debt (Tables)
Convertible Debt (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | Balance at March 31, 2020 Balance at June 30, 2019 Due Date Interest Rate Conversion Terms $ 1,931,806 $ 1,931,806 Range from 05/13/2017 to 4/18/2019 Range from 3.85% to 22% Conversion price equal to fifty percent (50%) of the lowest trading price during the twenty (20) trading day period prior to the date of conversion - $0.00005 at March 31, 2020, convertible into 19,318 million shares not including interest. 332,154 332,154 Range from 06/10/17 to 3/30/18 10% Conversion price equal to seventy five percent (75%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.00008 at March 31, 2020, convertible into 2,214 million shares not including interest. 165,000 165,000 Range from 01/27/2018 to 11/15/2019 Range from 10% to 22% Conversion price equal to fifty percent (50%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.00005 at March 31, 2020, convertible into 1,650 million shares not including interest. $ 2,428,960 $ 2,428,960 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Schedule of Components of Derivative Liabilities | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2020 and June 30, 2019 and the amounts that were reflected in income related to derivatives for the period ended: March 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 71,017 $ 10,627,901 Total 71,017 $ 10,627,901 *including principal and interest June 30, 2019 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 21,674 $ 3,230,842 Total 21,674 $ 3,230,842 *including principal and interest |
Schedule of Gain (Loss) of Derivative Instruments | The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended March 31, 2020 and 2019: For the Three Months Ended The financings giving rise to derivative financial instruments and the gain (loss) effects: March 31, 2020 March 31, 2019 Embedded derivatives $ 6,535,398 $ (1,207,669 ) Derivative warrants - Total $ 6,535,398 $ (1,207,669 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the nine months ended March 31, 2020 and 2019: For the Nine Months Ended The financings giving rise to derivative financial instruments and the gain (loss) effects: March 31, 2020 March 31, 2019 Embedded derivatives $ (7,397,059 ) $ 6,281,651 Derivative warrants - (5 ) Total $ (7,397,059 ) $ 6,281,646 |
Schedule of Changes in Fair Value Inputs and Assumptions Related to Compound Embedded Derivatives | The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the embedded derivatives and detachable warrants during the period ended March 31, 2020 and the year ended June 30, 2019. Period Ended Year Ended March 31, 2020 June 30, 2019 Balances at beginning of year $ 3,230,842 $ 9,284,359 Issuances: Embedded derivatives - 75,000 Detachable warrants - - Conversions: Embedded derivatives - - Detachable warrants - - Expirations: Detachable warrants - - Changes in fair value inputs and assumptions reflected in income 7,397,059 (6,128,517 ) Balances at end of year $ 10,627,901 $ 3,230,842 |
Convertible Notes [Member] | |
Schedule of Significant Inputs and Results from Valuation Assumptions | Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities: March 31, 2020 June 30, 2019 Quoted market price on valuation date $ 0.0002 $ 0.0003 Range of effective contractual conversion rates $ 0.00005 - $0.00008 $ 0.00015 - $0.00023 Contractual term to maturity 0.25 Years 0.11 – 0.42 Years Market volatility: Volatility 0% - 57.68 % 0% - 57.68 % Risk-adjusted interest rate 2.12% - 2.21 % 2.12% - 2.21 % |
Uncertainty of Ability to Con_2
Uncertainty of Ability to Continue as a Going Concern (Details Narrative) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (26,509,266) | $ (18,560,871) |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Oct. 06, 2017 | Feb. 13, 2017 | Jul. 14, 2016 | Mar. 31, 2020 | Jun. 30, 2019 |
Notes payable | $ 530,000 | $ 530,000 | |||
Batterfly Energy LTD [Member] | |||||
Notes payment amount | $ 250,000 | $ 250,000 | |||
Debt interest rate | 11.00% | ||||
NUWA Group, LLC [Member] | |||||
Debt interest rate | 5.00% | ||||
Proceeds from notes payable | $ 30,000 | ||||
Maturity date | Oct. 14, 2016 | ||||
Debt description | On July 14, 2016, the Company issued a new promissory note to NUWA Group, LLC., from which the Company received $30,000 in gross proceeds, has a maturity date of October 14, 2016, and bears interest at 5% per annum. This promissory note does not have a conversion feature. |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Convertible debt | $ 2,428,960 | $ 2,428,960 |
Convertible Notes [Member] | ||
Convertible debt | $ 2,428,960 | |
Debt instrument term | 12 months |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Convertible Notes (Details) | 9 Months Ended | |
Mar. 31, 2020USD ($)Integer$ / sharesshares | Jun. 30, 2019USD ($) | |
Convertible debt | $ 2,428,960 | $ 2,428,960 |
Convertible Debt One [Member] | ||
Convertible debt | $ 1,931,806 | 1,931,806 |
Conversion trading price rate | 50.00% | |
Trading days | Integer | 20 | |
Debt convertible per share | $ / shares | $ 0.00005 | |
Convertible shares | shares | 19,318,000,000 | |
Conversion terms | Conversion price equal to fifty percent (50%) of the lowest trading price during the twenty (20) trading day period prior to the date of conversion - $0.00005 at March 31, 2020, convertible into 19,318 million shares not including interest. | |
Convertible Debt One [Member] | Minimum [Member] | ||
Due date | May 13, 2017 | |
Interest rate | 3.85% | |
Convertible Debt One [Member] | Maximum [Member] | ||
Due date | Apr. 18, 2019 | |
Interest rate | 22.00% | |
Convertible Debt Two [Member] | ||
Convertible debt | $ 332,154 | 332,154 |
Interest rate | 10.00% | |
Conversion trading price rate | 75.00% | |
Trading days | Integer | 5 | |
Debt convertible per share | $ / shares | $ 0.00008 | |
Convertible shares | shares | 2,214,000,000 | |
Conversion terms | Conversion price equal to seventy five percent (75%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.00008 at March 31, 2020, convertible into 2,214 million shares not including interest. | |
Convertible Debt Two [Member] | Minimum [Member] | ||
Due date | Jun. 10, 2017 | |
Convertible Debt Two [Member] | Maximum [Member] | ||
Due date | Mar. 30, 2018 | |
Convertible Debt Three [Member] | ||
Convertible debt | $ 165,000 | $ 165,000 |
Conversion trading price rate | 50.00% | |
Trading days | Integer | 5 | |
Debt convertible per share | $ / shares | $ 0.00005 | |
Convertible shares | shares | 1,650,000,000 | |
Conversion terms | Conversion price equal to fifty percent (50%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.00005 at March 31, 2020, convertible into 1,650 million shares not including interest. | |
Convertible Debt Three [Member] | Minimum [Member] | ||
Due date | Jan. 27, 2018 | |
Interest rate | 10.00% | |
Convertible Debt Three [Member] | Maximum [Member] | ||
Due date | Nov. 15, 2019 | |
Interest rate | 22.00% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Components of Derivative Liabilities (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 | |
Derivative liabilities shares | [1] | 71,017,000,000 | 21,674,000,000 |
Derivative liabilities fair value | $ 10,627,901 | $ 3,230,842 | |
Embedded Derivatives [Member] | |||
Derivative liabilities shares | [1] | 71,017,000,000 | 21,674,000,000 |
Derivative liabilities fair value | $ 10,627,901 | $ 3,230,842 | |
[1] | Including principal and interest. |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Gain (Loss) of Derivative Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Total | $ 6,535,398 | $ (1,207,669) | $ (7,397,059) | $ 6,281,646 |
Gain (Loss) on Derivative Instruments [Member] | ||||
Embedded derivatives | 6,535,398 | (1,207,669) | (7,397,059) | 6,281,651 |
Derivative warrants | (5) | |||
Total | $ 6,535,398 | $ (1,207,669) | $ (7,397,059) | $ 6,281,646 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Significant Inputs and Results from Valuation Assumptions (Details) - Convertible Notes [Member] | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020$ / sharesInteger | Jun. 30, 2019$ / sharesInteger | |
Minimum [Member] | ||
Embedded derivative liability, measurement input, term | 1 month 9 days | |
Maximum [Member] | ||
Embedded derivative liability, measurement input, term | 5 months 1 day | |
Quoted Market Price on Valuation date [Member] | ||
Embedded derivative liability, measurement input | 0.0002 | 0.0003 |
Range of Effective Contractual Conversion Rates [Member] | Minimum [Member] | ||
Embedded derivative liability, measurement input | 0.00005 | 0.00015 |
Range of Effective Contractual Conversion Rates [Member] | Maximum [Member] | ||
Embedded derivative liability, measurement input | 0.00008 | 0.00023 |
Contractual Term to maturity [Member] | ||
Embedded derivative liability, measurement input, term | 2 months 30 days | |
Market Volatility [Member] | Minimum [Member] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Market Volatility [Member] | Maximum [Member] | ||
Embedded derivative liability, measurement input | 57.68 | 57.68 |
Risk-Adjusted Interest Rate [Member] | Minimum [Member] | ||
Embedded derivative liability, measurement input | Integer | 2.12 | 2.12 |
Risk-Adjusted Interest Rate [Member] | Maximum [Member] | ||
Embedded derivative liability, measurement input | Integer | 2.21 | 2.21 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Changes in Fair Value Inputs and Assumptions Related to Compound Embedded Derivatives (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balances at beginning of year | $ 3,230,842 | $ 9,284,359 |
Issuances: Embedded derivatives | 75,000 | |
Issuances: Detachable warrants | ||
Conversions: Embedded derivatives | ||
Conversions: Detachable warrants | ||
Expirations: Detachable warrants | ||
Changes in fair value inputs and assumptions reflected in income | 7,397,059 | (6,128,517) |
Balances at end of year | $ 10,627,901 | $ 3,230,842 |
Equity (Details Narrative)
Equity (Details Narrative) | May 19, 2017Integer$ / sharesshares | Apr. 20, 2017shares | Mar. 31, 2020$ / sharesshares | Mar. 31, 2019 | Jun. 30, 2019$ / sharesshares | Sep. 28, 2017$ / sharesshares |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Warrant [Member] | ||||||
Number of warrants, outstanding | 975,000 | 975,000 | ||||
Strike price of warrants | $ / shares | $ 0.40 | $ 0.40 | ||||
Warrants, description | No warrants were granted, forfeited or expired during the nine month periods ended March 31, 2020 and 2019. | No warrants were granted, forfeited or expired during the nine month periods ended March 31, 2020 and 2019. | ||||
Weighted average remaining lives of the warrants | 0 years | 0 years | ||||
2017 Stock and Incentive Plan [Member] | ||||||
Maximum number of shares issued under plan | 20,000,000 | |||||
Percentage on maximum number of outstanding shares | 35.00% | |||||
Preferred Stock Series A [Member] | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Description on preferred shares voting rights | Each share of Series A Stock has 400 votes on any matter submitted to the shareholders of the Company, and the Series A Stock votes together with the holders of the outstanding shares of all other capital stock of the Company (including the Common Stock and any other series of preferred stock then outstanding), and not as a separate class, series or voting group on any such matter. | |||||
Preferred stock increase in number of votes | Integer | 400 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Dec. 14, 2020 | Nov. 13, 2020 | Nov. 12, 2020 | Sep. 17, 2020 | Jun. 02, 2020 |
Convertible Promissory Notes [Member] | Long Side Ventures LLC [Member] | |||||
Debt interest rate | 18.00% | 18.00% | |||
Promissory note, principal amount | $ 5,000 | $ 5,000 | |||
Convertible trading price percentage | 50.00% | 50.00% | |||
Debt maturity date | Nov. 12, 2021 | Sep. 17, 2021 | |||
Convertible Promissory Notes [Member] | RT Acquisitions LLC [Member] | |||||
Debt interest rate | 18.00% | ||||
Promissory note, principal amount | $ 10,000 | ||||
Convertible trading price percentage | 50.00% | ||||
Debt maturity date | Nov. 13, 2021 | ||||
Convertible Promissory Notes [Member] | Taconia Group LLC [Member] | |||||
Debt interest rate | 18.00% | ||||
Promissory note, principal amount | $ 10,000 | ||||
Convertible trading price percentage | 50.00% | ||||
Debt maturity date | Dec. 14, 2021 | ||||
Board of Directors [Member] | |||||
Issuance of common stock shares | 5,260,000,000 |