Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Oct. 12, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Life Clips, Inc. | ||
Entity Central Index Key | 0001604930 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 311,052 | ||
Entity Common Stock, Shares Outstanding | 1,617,727,059 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets | ||
Cash | $ 230,685 | $ 12,160 |
Due from Related Party | 34,271 | |
Total Current Assets | 264,956 | 12,160 |
Investments - Ehave Inc | 38,422 | |
Total Assets | 303,378 | 12,160 |
Current liabilities | ||
Accounts Payable | 399,670 | 357,388 |
Accrued Expenses and Interest Payable | 521,521 | 1,379,655 |
Due to Related Party | 1,155,550 | 763,050 |
Deferred Revenue | 50,000 | |
Convertible Note Payable, less discount of $80,369 at June 30, 2021 | 3,582,872 | |
Convertible Note Payable - In Default | 541,051 | 2,428,960 |
Notes Payable - In Default | 530,000 | |
Derivative Liability - Convertible Notes Payable | 1,577,001 | 13,249,507 |
Total Liabilities | 7,827,665 | 18,708,560 |
Commitments and Contingencies (Note 11) | ||
Shareholders' deficit | ||
Common Stock, ($0.001 par value; 5,000,000,000 shares authorized, 1,322,822,904 and 1,259,831,337 shares issued and outstanding, respectively) | 1,322,823 | 1,259,831 |
Common stock to be issued | 125,032 | 125,032 |
Additional paid in capital | 23,866,298 | 9,218,935 |
Accumulated other comprehensive loss | (67,965) | |
Accumulated deficit | (32,780,235) | (29,301,198) |
Total shareholders' deficit | (7,524,287) | (18,696,400) |
Total liabilities and shareholders' deficit | 303,378 | 12,160 |
Preferred Stock Series A [Member] | ||
Shareholders' deficit | ||
Preferred stock value | 4,000 | 1,000 |
Preferred Stock Series B [Member] | ||
Shareholders' deficit | ||
Preferred stock value | $ 5,760 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Convertible note payable discount | $ 80,369 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 1,322,822,904 | 1,259,831,337 |
Common stock, shares outstanding | 1,322,822,904 | 1,259,831,337 |
Preferred Stock Series A [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 4,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 4,000,000 | 1,000,000 |
Preferred Stock Series B [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,760,000 | 5,760,000 |
Preferred stock, shares issued | 5,760,000 | 0 |
Preferred stock, shares outstanding | 5,760,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income/(Loss) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||
License Income | $ 50,000 | |
Cost of Goods Sold | ||
Gross Profit | 50,000 | |
Operating Costs | ||
Professional Fees | 527,604 | 317,790 |
Payroll Expense | 68,588 | |
General and Administrative Expenses | 3,398 | 8,824 |
Total Operating Costs | 599,590 | 326,614 |
Loss from Operations | (549,590) | (326,614) |
Other Income/(Expense) | ||
Gain on Batterfly Settlement | 468,505 | |
Loss on Extinguishment of Debt | (67,814) | |
Loss on Impairment of Intangibles | 10,036,200 | |
Interest Expense | (568,168) | (395,048) |
Change in Fair Value of Derivative | 7,274,230 | (10,018,665) |
Total Other Income (Expense) | (2,929,447) | (10,413,713) |
Income/(Loss) Before Income Taxes | (3,479,037) | (10,740,327) |
Provision for Income Taxes | ||
Net Income/(Loss) | (3,479,037) | (10,740,327) |
Other Comprehensive Income/(Loss): | ||
Foreign Currency Translation Adjustment | (6,387) | |
Change in Fair Value of Investment | (61,578) | |
Comprehensive Income/(Loss ) | $ (3,547,002) | $ (10,740,327) |
Earnings/(Loss) Per Share: Basic and Diluted | $ 0 | $ (0.01) |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 1,262,254,090 | 1,259,831,337 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Preferred - Series A [Member] | Preferred - Series B [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
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 | ||||||
Foreign Currency Translation Adjustment | ||||||||
Net Income (Loss) | (10,740,327) | (10,740,327) | ||||||
Balance at Jun. 30, 2020 | $ 1,000 | $ 1,259,831 | 125,032 | 9,218,935 | (29,301,198) | (18,696,400) | ||
Balance, shares at Jun. 30, 2020 | 1,000,000 | 1,259,831,337 | ||||||
Series A Preferred Shares | $ 3,000 | (3,000) | ||||||
Series A Preferred Shares, shares | 3,000,000 | |||||||
Cognitive Apps Acquisition Shares | $ 5,760 | 10,010,329 | 10,016,089 | |||||
Cognitive Apps Acquisition Shares, shares | 5,760,000 | |||||||
Mobeego Settlement Shares Issued | $ 62,992 | (31,497) | 31,495 | |||||
Mobeego Settlement Shares Issued, shares | 62,991,567 | |||||||
Cognitive Apps Acquisition Warrants | 20,111 | 20,111 | ||||||
Derivatives Debt Extinguishment | 4,546,090 | 4,546,090 | ||||||
Warrants issued with Convertible Notes Payable | 105,330 | 105,330 | ||||||
Foreign Currency Translation Adjustment | (6,387) | (6,387) | ||||||
Change in Value of Investment | (61,578) | (61,578) | ||||||
Net Income (Loss) | (3,479,037) | (3,479,037) | ||||||
Balance at Jun. 30, 2021 | $ 4,000 | $ 5,760 | $ 1,322,823 | $ 125,032 | $ 23,866,298 | $ (67,965) | $ (32,780,235) | $ (7,524,287) |
Balance, shares at Jun. 30, 2021 | 4,000,000 | 5,760,000 | 1,322,822,904 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net Income/(Loss) | $ (3,479,037) | $ (10,740,327) |
Adjustments to Reconcile Net Income/(Loss) to Net Cash From Operating Activities: | ||
Changes in Fair Value of Derivative Liabilities | (7,274,230) | 10,018,665 |
Amortization of Debt Discount | 99,960 | 22,890 |
Loss on Extinguishment of Debt | 67,814 | |
Gain on Batterfly Settlement | (468,505) | |
Loss on Impairment of Intangibles | 10,036,200 | |
Changes in Assets and Liabilities: | ||
Accounts Receivable | (100,000) | |
Accounts Payable | 42,282 | 5,001 |
Accrued Expenses and Interest Payable | 492,199 | 372,157 |
Deferred Revenue | 50,000 | |
Due to Related Party | 392,500 | 300,000 |
Due from Related Parties | (34,271) | |
Net Cash From Operating Activities | (175,088) | (21,614) |
Cash Flows From Financing Activities: | ||
Proceeds From Convertible Notes Payables | 400,000 | |
Proceeds From Notes Payable | 35,000 | |
Payments on Notes Payable | (35,000) | |
Net Cash From Financing Activities | 400,000 | |
Effect of Exchange Rate on Cash | (6,387) | |
Net Change in Cash | 218,525 | (21,614) |
Cash at Beginning of Period | 12,160 | 33,774 |
Cash at End of Period | 230,685 | 12,160 |
Cash Paid for: | ||
Interest | ||
Income Taxes | ||
Non-cash Investing and Financing Activities | ||
Accounts Receivable Settled in Investments | 100,000 | |
Accrued Interest Converted to Convertible Notes Payable | $ 1,350,333 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Jun. 30, 2021 | |
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 has decided to retire its core product, Mobeego batteries, and continue pursuing alternative business opportunities that will re-energize the business within the next 12 months. On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, “Subsidiary”), a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia on November 25, 2020. Its principal business is developing, financing, producing and distributing AI based technological solutions to the mental health and healthcare sector. Cognitive Apps sold all of its issued and outstanding capital stock to LCLP, such that, becoming a 100% wholly-owned subsidiary of LCLP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation Use of Estimates Cash and Cash Equivalents Investments Income Tax Income Taxes Basic and Diluted Net Income (Loss) Per Share Earnings 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 payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, 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 7). The Company accounts for its investments, at fair value, on a recurring basis under Level 1 (See Note 5) Embedded Conversion Features Derivatives and Hedging Debt with Conversion and Other Options Derivative Financial Instruments For option-based simple derivative financial instruments, the Company uses the Monte Carlo 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 Compensation-Stock 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 Recognition of Licensing Revenues Revenue from Contracts with Customers The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied, or as it is satisfied. The Company primarily sells disposable and recyclable cell phone batteries. The Company’s performance obligation is satisfied when the goods have been delivered, which is at a point in time. ● 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. Specifically for licensing arrangements, the Company determines the nature of its Subsidiary’s promise in granting a license is either to provide a right to access intellectual property, which is satisfied over time and for which revenue is recognized over time, or to provide a right to use our intellectual property, which is satisfied at a point in time and for which revenue is recognized at a point in time. The scope and applicability of the guidance about when to recognize revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property and whether restrictions of time, geographical region, or use on a license of intellectual property do not affect the identification of performance obligations. Recently Issued Accounting Pronouncements Financial Accounting Standards Board, or FASB ASU 2016-02 “Leases (Topic 842)”- Subsequent Events Subsequent Events |
Uncertainty of Ability to Conti
Uncertainty of Ability to Continue as a Going Concern | 12 Months Ended |
Jun. 30, 2021 | |
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 consolidated 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 consolidated financial statements, the Company has minimal revenues, net accumulated losses since inception and an accumulated deficit of $32,780,235. 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The impact of the COVID-19 pandemic has had, and is expected to continue to have, an adverse effect on our business and our financial results. The COVID-19 pandemic has negatively affected global economy, disrupted consumer spending and global supply chains and created significant volatility and disruption of financial markets. The pandemic had and will continue to have an adverse effect on our business and financial performance. The extent of the impact of the COVID-19, including our ability to execute our business strategies as planned, will depend on future developments, including the duration and severity of the pandemic, which are uncertain and cannot be predicted. The COVID-19 pandemic could also adversely affect our liquidity and ability to access the capital markets. Uncertainty regarding the duration of the COVID-19 pandemic may adversely impact our ability to raise additional capital, or require additional capital. |
Acquisition of Subsidiary
Acquisition of Subsidiary | 12 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Subsidiary | NOTE 4. ACQUISITION OF SUBSIDIARY On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, “Subsidiary”), a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia on November 25, 2020. Its principal business is developing, financing, producing and distributing AI based technological solutions to the mental health and healthcare sector. Cognitive Apps sold all of its issued and outstanding capital stock to LCLP, such that, becoming a 100% wholly-owned subsidiary of LCLP. In exchange for the acquisition, the subsidiary received the following consideration: (a) Preferred Shares. (b) Warrants. (c) Financing. Cognitive Apps had no operations and no significant assets recorded at the acquisition date. Based on the calculated purchase price of $10,036,200, the entire amount was allocated to intangible assets. Due the lack of historical operations and uncertainty regarding future operations, the Company impaired the full value of the intangible asset acquired. Also, as there were no previous operations, there are no pro forma disclosures to present. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS At June 30, 2021 and 2020, due to related parties was $1,155,550 and $763,050, respectively. At June 30, 2021, this was comprised of unpaid compensation of $776,050 to Victoria Rudman, $164,500 to William Singer, $90,000 to Charles Adelson, and $125,000 to Robert Grinberg. As of June 30, 2021, the board approved to pay these and any other amounts due by converting them to common stock. At June 30, 2021 and 2020, due from related party was $34,271 and $0, respectively. This amount is due from a Subsidiary shareholder. |
Notes Payable - In Default
Notes Payable - In Default | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable - In Default | NOTE 6. NOTES PAYABLE – IN DEFAULT At June 30, 2020, 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 at 11% interest per annum. 2. On July 14, 2016, the Company issued a new promissory note to NUWA Group, LLC (“NUWA”), 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. As of June 30, 2021, all of the above Notes Payable were settled with shares of the Company’s Common Stock. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 7. CONVERTIBLE NOTES PAYABLE On June 15, 2021, the Company entered into six Note Exchange Agreements to amend and restate 35 variable conversion notes, most of which were in default, with interest rates ranging from 3.85% to 22% to a fixed rate $0.01 with an interest rate of 8%. A total of $3,288,241 in principal and interest was converted from the variable to fixed conversion price, reducing the need for derivative calculations to the 5 remaining notes that one holder declined to exchange. As of June 30, 2021, the Company entered into two new notes payable with Leviston Resources LLC in the amount of $375,000, with the following terms: 1. On April 22, 2021, the Company entered into a Future Advance Convertible Promissory Note for $275,000, with a maturity date of April 22, 2023 and an interest rate of 10%. The note also allows for a second draw of up to $250,000. 2. On June 29, 2021, the Company entered into a Promissory Note for $100,000, with a maturity date of December 23, 2022 and an interest rate of 4%. Convertible Notes As of June 30, 2021, the amount of the Company’s convertible notes in-default decreased to $541,051 when compared to June 30, 2020 amount of $2,428,960, as follows: Balance at June 30, 2021 Balance at June 30, 2020 Due Date Interest Rate at June 31, 2021 $ 541,051 $ 1,931,806 Range from 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 - $0.0018 and at June 30, 2021, convertible into 133.9 million shares not including interest. - 332,154 06/09/2017 18% 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 - $0.0046 and at June 30, 2021, convertible into 65.9 million shares not including interest. - 165,000 Range from 01/27/2018 to 11/15/2019 Range from 18% 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 - $0.0024 and at June 30, 2021, convertible into zero shares not including interest. 3,288,241 - 06/15/2023 8% Conversion price equal to $0.01 and at June 30, 2021, convertible into 328.8 million shares not including interest. 375,000 - Range from 04/22/2023 to 12/23/2022 Range from 4% to 10% Conversion price equal to $0.015 (the Qualified Regulation A Offering Subscription Price), and at June 30, 2021, convertible into 23.33 million shares not including interest. $ 4,204,292 $ 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. Total amortization of debt discount amounted to $99,960 and $22,890 for the years ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and 2020, the debt discounts were $80,369 and $0, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 8. 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 June 30, 2021, 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 June 30, 2021 and 2020 and the amounts that were reflected in income related to derivatives for the period ended: June 30, 2021 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 563 $ 1,577,001 Total 563 $ 1,577,001 *including principal and interest June 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 68,617 $ 13,249,507 Total 68,617 $ 13,249,507 *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 years ended June 30, 2021 and 2020: For the Years Ended The financings giving rise to derivative financial instruments and the gain (loss) effects: June 30, 2021 June 30, 2020 Embedded derivatives $ 7,274,230 $ (10,018,665 ) Total $ 7,274,230 $ (10,018,665 ) 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: June 30, 2021 June 30, 2020 Quoted market price on valuation date $ 0.0046 $ 0.0003 Range of effective contractual conversion rates $ 0.0018 $ 0.00005 - $0.00029 Contractual term to maturity NA NA Market volatility: Volatility NA NA Risk-adjusted interest rate NA NA 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 years ended June 30, 2021 and 2020. Year Ended Year Ended June 30, 2021 June 30, 2020 Balances at beginning of period $ 13,249,507 $ 3,230,842 Issuances: Embedded derivatives 50,000 - Conversions: Embedded derivatives - - Reclassifications to equity: Embedded derivatives (4,448,276 ) - Changes in fair value inputs and assumptions reflected in income (7,274,230 ) 10,018,665 Balances at end of period $ 1,577,001 $ 13,249,507 |
Equity
Equity | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | NOTE 9. EQUITY Authorized Capital On September 28, 2017, the Company filed Articles of Amendment authorizing 5,000,000, 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. On June 16, 2021, the Board determined that it would be in the best interest of the Company to increase the Company’s authorized Series A Preferred stock to 5,000,000 (Five Million) shares. Additionally, the Board authorized 5,760,000 (Five Million Seven Hundred and Sixty Thousand) shares of the Company’s Series B preferred pursuant to the acquisition of its Subsidiary. In exchange for the acquisition, the subsidiary received as consideration these Preferred Shares in exchange for each issued and outstanding share of Cognitive Apps common stock at $1.00 per share. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, beginning 12 months from the date of issuance, and thereafter at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price. The “Series B Conversion Price” shall initially be equal to $1.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Fair Market Value” shall mean as of any date of determination, the 80% of average of the 5 lowest closing prices for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date. Notwithstanding the foregoing, in no case shall the Fair Market Value multiplied by the total number of shares issued and outstanding be less than $5,000,000. 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 The Company did not issue any warrants during the year ended June 30, 2020. On April 5, 2021, as part of its acquisition of Cognitive Apps, the Company issued the shareholders of the subsidiary warrants to purchase a total of 3,500,000 shares of the Company’s common stock. Additionally, on April 22, 2021, the Company issued the holder of a convertible note payable, warrants to purchase a total of 30,000,000 shares of the Company’s common stock. The following table shows the warrants outstanding at June 30, 2021: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Average Intrinsic Value Outstanding, June 30, 2020 - $ - - $ - Granted 33,500,000 0.10 5.00 - Outstanding, June 30, 2021 33,500,000 0.10 4.75 - Exercisable, June 30, 2021 33,500,000 $ 0.10 4.75 $ - |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | NOTE 10. INCOME TAX PROVISION Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. The Company accounts for income taxes in accordance with the provisions of ASC 740, Accounting for Uncertainty in Income Taxes At June 30, 2021, the Company has a net operating loss carry-forward of $(22,694,075) available to offset future taxable income expiring through 2035. Utilization of future net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2021. The effects of temporary differences that gave rise to significant portions of deferred tax assets at June 30, 2021 and 2020 are approximately as follows: June 30, 2021 June 30, 2020 Net Operating Loss Carryforward $ 32,780,235 $ 29,301,198 Above multiplied by tax rate of 21 % 21 % Gross Deferred Tax Assets 6,883,849 6,153,251 Less Valuation Allowance (6,883,849 ) (6,153,251 ) Total Deferred Tax Assets – Net $ - $ - A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Year ended June 30 2021 2020 Income tax expense (benefit) at statutory rate $ (730,598 ) $ (2,255,469 ) Tax Cuts and Job Act Impact - - Decrease in valuation allowance 730,598 2,255,469 Income tax expense $ - $ - The Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. It has not accrued any interest or penalties associated with income taxes. The Company files income tax returns in the United States federal jurisdiction. With few exceptions, it is no longer subject to U.S. federal, state or non-U.S. income tax authorities on tax returns filed before January 31, 2012. No tax returns are currently under examination by tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11. 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 | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS On July 1, 2021, the Company entered into a Note Exchange Agreement to amend and restate the remaining 5 variable conversion notes, all of which were in default, with interest rates ranging from 18% to 22% to a fixed rate $0.01 with an interest rate of 8%. A total of $1,085,824 in principal and interest was converted from the variable to fixed conversion price, reducing the need for future derivative calculations. On July 20, 2021 a Form 1-A Regulation A Offering Circular dated June 9, 2021 and its exhibits were filed with and qualified by the Securities and Exchange Commission (the “SEC”). During the months of July and August 2021, the Company entered into Subscription Agreements with Investors to offer shares of its common stock at a purchase price of $0.015 per share for total gross proceeds of up to $5,000,000. Proceeds to date are $3,125,000 with a total of 208,333,333 shares. On August 26, 2021, the Company filed a Form 8-K announcing that it closed its acquisition of Belfrics Holdings Limited and its related entities (collectively “Belfrics”) operating cryptocurrency exchanges and blockchain development services in Asia and Africa. The entities acquired are: Belfrics Global PTE Ltd., a Singapore corporation Belfrics BT Pvt Ltd, an India corporation Belfrics Cryptex Pvt Ltd, an India corporation Belfrics Tanzania Ltd, a Tanzania corporation Belfrics Nigeria Pvt Ltd, a Nigeria corporation Belfrics BT SDN BHD, a Malaysia corporation Belfrics Holding Limited, a Malaysia corporation Belfrics Academy SDN BHD, a Malaysia corporation Belfrics International Ltd, a Malaysia corporation Belfrics Europe SL, a Spain corporation Belfrics Kenya Pvt. Ltd, a Kenya corporation Incrypts SDN BHD, a Malaysia corporation Belfrics Malaysia SDN BHD Pursuant to the definitive agreement previously executed between Belfrics and the Company, the Company issuing the Belfrics shareholders a new class of preferred stock with an initial issuance price of $20,000,000 (Twenty Million Dollars) in the aggregate. The Belfrics shareholders can earn up to an additional $15,000,000 (Fifteen Million Dollars) by reaching certain milestones. This description of the terms of the agreement is qualified in its entirety to the Acquisition Agreement between the parties filed as an exhibit on Form 8-K filed on July 15, 2021. Founded in 2014, the Belfrics digital exchange platform, which was fully developed in-house, is one of the most compliant platforms in the cryptocurrency industry. Supported by the proprietary technology of Belrium Blockchain KYC solution, the KYC (“Know Your Customer”) and AML (“Anti-Money Laundering”) process of Belfrics Exchange is a well accepted compliance solution. With 10 operational offices in 8 countries, Belfrics provides localized and personalized support to digital currency traders. Through its Blockchain Academy, Belfrics provides continuous training to traders, developers and blockchain enthusiasts in more than 20 countries. Belfrics is licensed and regulated by the Labuan Financial Services Authority (LFSA) in Malaysia. On September 26, 2021, the Company entered into a 1.75% Secured Promissory Note with Belfrics Global Pte Ltd, its wholly-owned subsidiary. The note was for a principal amount of $1,000,000, and due and payable on June 30, 2022. As collateral security for the obligations to make full and timely payment of the Principal, and all accrued interest and other amounts payable under the Note, Belfrics deposited 250,000 (two hundred and fifty thousand) Belrium tokens in the wallet of the Escrow Agent, Jonathan D. Leinwand, P.A. Upon payment of the amount due, the Belrium tokens shall be released and returned to Belfrics. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Investments | Investments |
Income Tax | Income Tax Income Taxes |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share Earnings 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 payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, 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 7). The Company accounts for its investments, at fair value, on a recurring basis under Level 1 (See Note 5) |
Embedded Conversion Features | Embedded Conversion Features Derivatives and Hedging Debt with Conversion and Other Options |
Derivative Financial Instruments | Derivative Financial Instruments For option-based simple derivative financial instruments, the Company uses the Monte Carlo 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 Compensation-Stock 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 |
Recognition of Licensing Revenues | Recognition of Licensing Revenues Revenue from Contracts with Customers The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied, or as it is satisfied. The Company primarily sells disposable and recyclable cell phone batteries. The Company’s performance obligation is satisfied when the goods have been delivered, which is at a point in time. ● 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. Specifically for licensing arrangements, the Company determines the nature of its Subsidiary’s promise in granting a license is either to provide a right to access intellectual property, which is satisfied over time and for which revenue is recognized over time, or to provide a right to use our intellectual property, which is satisfied at a point in time and for which revenue is recognized at a point in time. The scope and applicability of the guidance about when to recognize revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property and whether restrictions of time, geographical region, or use on a license of intellectual property do not affect the identification of performance obligations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Financial Accounting Standards Board, or FASB ASU 2016-02 “Leases (Topic 842)”- |
Subsequent Events | Subsequent Events Subsequent Events |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | As of June 30, 2021, the amount of the Company’s convertible notes in-default decreased to $541,051 when compared to June 30, 2020 amount of $2,428,960, as follows: Balance at June 30, 2021 Balance at June 30, 2020 Due Date Interest Rate at June 31, 2021 $ 541,051 $ 1,931,806 Range from 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 - $0.0018 and at June 30, 2021, convertible into 133.9 million shares not including interest. - 332,154 06/09/2017 18% 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 - $0.0046 and at June 30, 2021, convertible into 65.9 million shares not including interest. - 165,000 Range from 01/27/2018 to 11/15/2019 Range from 18% 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 - $0.0024 and at June 30, 2021, convertible into zero shares not including interest. 3,288,241 - 06/15/2023 8% Conversion price equal to $0.01 and at June 30, 2021, convertible into 328.8 million shares not including interest. 375,000 - Range from 04/22/2023 to 12/23/2022 Range from 4% to 10% Conversion price equal to $0.015 (the Qualified Regulation A Offering Subscription Price), and at June 30, 2021, convertible into 23.33 million shares not including interest. $ 4,204,292 $ 2,428,960 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Components of Derivative Liabilities | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of June 30, 2021 and 2020 and the amounts that were reflected in income related to derivatives for the period ended: June 30, 2021 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 563 $ 1,577,001 Total 563 $ 1,577,001 *including principal and interest June 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Embedded derivatives 68,617 $ 13,249,507 Total 68,617 $ 13,249,507 |
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 years ended June 30, 2021 and 2020: For the Years Ended The financings giving rise to derivative financial instruments and the gain (loss) effects: June 30, 2021 June 30, 2020 Embedded derivatives $ 7,274,230 $ (10,018,665 ) Total $ 7,274,230 $ (10,018,665 ) |
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: June 30, 2021 June 30, 2020 Quoted market price on valuation date $ 0.0046 $ 0.0003 Range of effective contractual conversion rates $ 0.0018 $ 0.00005 - $0.00029 Contractual term to maturity NA NA Market volatility: Volatility NA NA Risk-adjusted interest rate NA NA |
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 years ended June 30, 2021 and 2020. Year Ended Year Ended June 30, 2021 June 30, 2020 Balances at beginning of period $ 13,249,507 $ 3,230,842 Issuances: Embedded derivatives 50,000 - Conversions: Embedded derivatives - - Reclassifications to equity: Embedded derivatives (4,448,276 ) - Changes in fair value inputs and assumptions reflected in income (7,274,230 ) 10,018,665 Balances at end of period $ 1,577,001 $ 13,249,507 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrant Outstanding | The following table shows the warrants outstanding at June 30, 2021: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life (Years) Average Intrinsic Value Outstanding, June 30, 2020 - $ - - $ - Granted 33,500,000 0.10 5.00 - Outstanding, June 30, 2021 33,500,000 0.10 4.75 - Exercisable, June 30, 2021 33,500,000 $ 0.10 4.75 $ - |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The effects of temporary differences that gave rise to significant portions of deferred tax assets at June 30, 2021 and 2020 are approximately as follows: June 30, 2021 June 30, 2020 Net Operating Loss Carryforward $ 32,780,235 $ 29,301,198 Above multiplied by tax rate of 21 % 21 % Gross Deferred Tax Assets 6,883,849 6,153,251 Less Valuation Allowance (6,883,849 ) (6,153,251 ) Total Deferred Tax Assets – Net $ - $ - |
Schedule of Reconciliation of Income Taxes | A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Year ended June 30 2021 2020 Income tax expense (benefit) at statutory rate $ (730,598 ) $ (2,255,469 ) Tax Cuts and Job Act Impact - - Decrease in valuation allowance 730,598 2,255,469 Income tax expense $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - Ehave, Inc [Member] | Jun. 30, 2021USD ($)shares |
Investments owned | shares | 960,559 |
Fair value of investments | $ 100,000 |
Unrealized loss on investment | 61,578 |
Decrease in asset value | $ 38,422 |
Uncertainty of Ability to Con_2
Uncertainty of Ability to Continue as a Going Concern (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (32,780,235) | $ (29,301,198) |
Acquisition of Subsidiary (Deta
Acquisition of Subsidiary (Details Narrative) | Apr. 05, 2021USD ($)Trading$ / sharesshares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020shares |
Fair value of acquisition | $ 10,016,089 | ||
Cognitive apps acquisition warrants | $ 20,111 | ||
Preferred Stock Series B [Member] | |||
Preferred stock, shares issued | shares | 5,760,000 | 0 | |
Preferred stock, shares outstanding | shares | 5,760,000 | 0 | |
Cognitive Apps [Member] | |||
Business combination, acquired percentage | 100.00% | ||
Warrants, outstanding | $ 3,500,000 | ||
Warrants exercise price | $ / shares | $ 0.10 | ||
Cognitive apps acquisition warrants | $ 20,111 | ||
Equity investments | 1,000,000 | ||
Calculated purchase price | $ 10,036,200 | ||
Cognitive Apps [Member] | Preferred Stock Series B [Member] | |||
Preferred stock, shares issued | shares | 5,760,000 | ||
Preferred stock, shares outstanding | shares | 5,760,000 | ||
Preferred stock convertible percentage | 0.80 | ||
Trading days | Trading | 20 | ||
Fair value of acquisition | $ 10,016,089 | ||
Cognitive Apps [Member] | Preferred Stock Series B [Member] | Maximum [Member] | |||
Fair market value | $ 5,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Due to related parties | $ 1,155,550 | $ 763,050 | |
Due from related parties | 34,271 | ||
Licensing Agreement [Member] | Ehave, Inc [Member] | |||
Number of shares issued, shares | 330,447 | ||
Number of shares issued, values | $ 25,000 | ||
Shares issued, price per share | $ 0.0756 | ||
Victoria Rudman [Member] | |||
Unpaid compensation | 776,050 | ||
William Singer [Member] | |||
Unpaid compensation | 164,500 | ||
Charles Adelson [Member] | |||
Unpaid compensation | 90,000 | ||
Robert Grinberg [Member] | |||
Unpaid compensation | $ 125,000 |
Notes Payable - In Default (Det
Notes Payable - In Default (Details Narrative) - USD ($) | Oct. 06, 2017 | Feb. 13, 2017 | Jul. 14, 2016 | Jun. 30, 2021 | Jun. 30, 2020 |
Notes payable | $ 530,000 | ||||
Proceeds from notes payable | $ 35,000 | ||||
Batterfly Energy LTD [Member] | |||||
Notes payment amount | $ 250,000 | $ 250,000 | |||
Debt interest rate | 11.00% | 11.00% | |||
NUWA Group, LLC [Member] | |||||
Debt interest rate | 5.00% | ||||
Proceeds from notes payable | $ 30,000 | ||||
Maturity date | Oct. 14, 2016 | ||||
Debt description | The Company issued a new promissory note to NUWA Group, LLC ("NUWA"), 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. | ||||
Two Notes Payable [Member] | |||||
Notes payable | $ 530,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Jun. 29, 2021 | Jun. 15, 2021 | Apr. 22, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Convertible Note Payable - In Default | $ 541,051 | $ 2,428,960 | |||
Amortization of debt discount | 99,960 | 22,890 | |||
Convertible note payable discount | 80,369 | ||||
35 Variable Conversion Notes [Member] | |||||
Convertible debt | $ 3,288,241 | ||||
Two New Notes Payable [Member] | Leviston Resources LLC [Member] | |||||
Convertible debt | 375,000 | ||||
Future Advance Convertible Promissory Note [Member] | |||||
Convertible debt | $ 250,000 | ||||
Future Advance Convertible Promissory Note [Member] | Leviston Resources LLC [Member] | |||||
Convertible debt | $ 275,000 | ||||
Debt instrument, interest rate | 10.00% | ||||
Debt instrument, maturity date | Apr. 22, 2023 | ||||
Promissory Note [Member] | |||||
Convertible debt | $ 100,000 | ||||
Debt instrument, interest rate | 4.00% | ||||
Debt instrument, maturity date | Dec. 23, 2022 | ||||
Amortization of debt discount | $ 99,960 | $ 22,890 | |||
Note Exchange Agreements [Member] | 35 Variable Conversion Notes [Member] | |||||
Debt instrument, description | The Company entered into six Note Exchange Agreements to amend and restate 35 variable conversion notes, most of which were in default, with interest rates ranging from 3.85% to 22% to a fixed rate $0.01 with an interest rate of 8%. |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes (Details) | 12 Months Ended | |
Jun. 30, 2021USD ($)Integer$ / sharesshares | Jun. 30, 2020USD ($) | |
Convertible Debt One [Member] | ||
Convertible debt | $ 541,051 | $ 1,931,806 |
Conversion trading price rate | 50.00% | |
Trading days | Integer | 20 | |
Debt convertible, conversion per share | $ / shares | $ 0.0018 | |
Convertible shares | shares | 133,900,000 | |
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 - $0.0018 and at June 30, 2021, convertible into 133.9 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 | Jan. 20, 2022 | |
Interest rate | 22.00% | |
Convertible Debt Two [Member] | ||
Convertible debt | 332,154 | |
Due date | Jun. 9, 2017 | |
Interest rate | 18.00% | |
Conversion trading price rate | 75.00% | |
Trading days | Integer | 5 | |
Debt convertible, conversion per share | $ / shares | $ 0.0046 | |
Convertible shares | shares | 65,900,000 | |
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 - $0.0046 and at June 30, 2021, convertible into 65.9 million shares not including interest. | |
Convertible Debt Three [Member] | ||
Convertible debt | 165,000 | |
Conversion trading price rate | 50.00% | |
Trading days | Integer | 5 | |
Debt convertible, conversion per share | $ / shares | $ 0.0024 | |
Convertible shares | shares | 0 | |
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 - $0.0024 and at June 30, 2021, convertible into zero shares not including interest. | |
Convertible Debt Three [Member] | Minimum [Member] | ||
Due date | Jan. 27, 2018 | |
Interest rate | 18.00% | |
Convertible Debt Three [Member] | Maximum [Member] | ||
Due date | Nov. 15, 2019 | |
Interest rate | 22.00% | |
Convertible Debt Four [Member] | ||
Convertible debt | $ 3,288,241 | |
Due date | Jun. 15, 2023 | |
Interest rate | 8.00% | |
Debt convertible, conversion per share | $ / shares | $ 0.01 | |
Convertible shares | shares | 328,800,000 | |
Conversion terms | Conversion price equal to $0.01 and at June 30, 2021, convertible into 328.8 million shares not including interest. | |
Convertible Debt Five [Member] | ||
Convertible debt | $ 375,000 | |
Debt convertible, conversion per share | $ / shares | $ 0.015 | |
Convertible shares | shares | 23,300,000 | |
Conversion terms | Conversion price equal to $0.015 (the Qualified Regulation A Offering Subscription Price), and at June 30, 2021, convertible into 23.33 million shares not including interest. | |
Convertible Debt Five [Member] | Minimum [Member] | ||
Due date | Apr. 22, 2023 | |
Interest rate | 4.00% | |
Convertible Debt Five [Member] | Maximum [Member] | ||
Due date | Dec. 23, 2022 | |
Interest rate | 10.00% | |
Convertible Notes [Member] | ||
Convertible debt | $ 4,204,292 | $ 2,428,960 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Components of Derivative Liabilities (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative liabilities shares | [1] | 563,000,000 | 68,617,000,000 |
Derivative liabilities fair value | $ 1,577,001 | $ 13,249,507 | |
Embedded Derivatives [Member] | |||
Derivative liabilities shares | [1] | 563,000,000 | 68,617,000,000 |
Derivative liabilities fair value | $ 1,577,001 | $ 13,249,507 | |
[1] | Including principal and interest |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Gain (Loss) of Derivative Instruments (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Total | $ 7,274,230 | $ (10,018,665) |
Gain (Loss) on Derivative Instruments [Member] | ||
Embedded derivatives | 7,274,230 | (10,018,665) |
Total | $ 7,274,230 | $ (10,018,665) |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Significant Inputs and Results from Valuation Assumptions (Details) - Convertible Notes [Member] | 12 Months Ended | |
Jun. 30, 2021$ / shares | Jun. 30, 2020$ / shares | |
Quoted Market Price on Valuation date [Member] | ||
Embedded derivative liability, measurement input | 0.0046 | 0.0003 |
Range of Effective Contractual Conversion Rates [Member] | ||
Embedded derivative liability, measurement input | 0.0018 | |
Range of Effective Contractual Conversion Rates [Member] | Minimum [Member] | ||
Embedded derivative liability, measurement input | 0.00005 | |
Range of Effective Contractual Conversion Rates [Member] | Maximum [Member] | ||
Embedded derivative liability, measurement input | 0.00029 | |
Contractual Term to maturity [Member] | ||
Embedded derivative liability, measurement input, term | 0 years | 0 years |
Market Volatility [Member] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Risk-Adjusted Interest Rate [Member] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Changes in Fair Value Inputs and Assumptions Related to Compound Embedded Derivatives (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balances at beginning of year | $ 13,249,507 | $ 3,230,842 |
Issuances: Embedded derivatives | 50,000 | |
Conversions: Embedded derivatives | ||
Reclassifications to equity: Embedded derivatives | (4,448,276) | |
Changes in fair value inputs and assumptions reflected in income | (7,274,230) | 10,018,665 |
Balances at end of year | $ 1,577,001 | $ 13,249,507 |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | May 19, 2017 | Apr. 20, 2017 | Jun. 30, 2021 | Jun. 16, 2021 | Apr. 05, 2021 | Jun. 30, 2020 | Sep. 28, 2017 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 20,000,000 | ||||||
Preferred stock, par value | $ 0.001 | ||||||
Convertible Note Payable [Member] | |||||||
Warrant to purchase shares of common stock | 30,000,000 | ||||||
Cognitive Apps [Member] | |||||||
Warrant to purchase shares of common stock | 3,500,000 | ||||||
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 | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 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. 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. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, beginning 12 months from the date of issuance, and thereafter at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price. The "Series B Conversion Price" shall initially be equal to $1.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. "Fair Market Value' shall mean as of any date of determination, the 80% of average of the 5 lowest closing prices for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date. Notwithstanding the foregoing, in no case shall the Fair Market Value multiplied by the total number of shares issued and outstanding be less than $5,000,000 | ||||||
Preferred Stock Series B [Member] | |||||||
Preferred stock, shares authorized | 5,760,000 | 5,760,000 | 5,760,000 | ||||
Preferred stock, par value | $ 0.001 | $ 1 | $ 0.001 |
Equity - Schedule of Warrant Ou
Equity - Schedule of Warrant Outstanding (Details) - Warrants [Member] | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Number of Warrants, Outstanding, Beginning | shares | |
Number of Warrants, Granted | shares | 33,500,000 |
Number of Warrants, Outstanding, Ending | shares | 33,500,000 |
Number of Warrants, Outstanding, Exercisable | shares | 33,500,000 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 0.10 |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 0.10 |
Weighted Average Exercise Price, Outstanding, Exercisable | $ / shares | $ 0.10 |
Weighted Average Remaining Life (Years), Outstanding, Beginning | 0 years |
Weighted Average Remaining Life (Years), Granted | 5 years |
Weighted Average Remaining Life (Years), Outstanding, Ending | 4 years 90 months |
Weighted Average Remaining Life (Years), Outstanding, Exercisable | 4 years 90 months |
Average Intrinsic Value, Outstanding, Beginning | $ | |
Average Intrinsic Value, Granted | $ | |
Average Intrinsic Value, Outstanding, Ending | $ | |
Average Intrinsic Value, Outstanding, Exercisable | $ |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) | Jun. 30, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry-forward | $ (22,694,075) |
Income Tax Provision - Schedule
Income Tax Provision - Schedule of Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforward | $ 32,780,235 | $ 29,301,198 |
Above multiplied by tax rate of | 21.00% | 21.00% |
Gross Deferred Tax Assets | $ 6,883,849 | $ 6,153,251 |
Less Valuation Allowance | (6,883,849) | (6,153,251) |
Total Deferred Tax Assets - Net |
Income Tax Provision - Schedu_2
Income Tax Provision - Schedule of Reconciliation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at statutory rate | $ (730,598) | $ (2,255,469) |
Tax Cuts and Job Act Impact | ||
Decrease in valuation allowance | 730,598 | 2,255,469 |
Income tax expense |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Oct. 08, 2021 | Sep. 26, 2021 | Jul. 02, 2021 | Aug. 31, 2021 | Jul. 31, 2021 |
Secured Promissory Notes [Member] | Belfrics Global Pte Ltd [Member] | |||||
Debt instrument, interest rate | 1.75% | ||||
Debt instrument, face amount | $ 1,000,000 | ||||
Debt instrument, maturity date | Jun. 30, 2022 | ||||
Escrow deposit | $ 250,000 | ||||
Agreement, description | The Company issuing the Belfrics shareholders a new class of preferred stock with an initial issuance price of $20,000,000 (Twenty Million Dollars) in the aggregate. The Belfrics shareholders can earn up to an additional $15,000,000 (Fifteen Million Dollars) by reaching certain milestones. This description of the terms of the agreement is qualified in its entirety to the Acquisition Agreement between the parties filed as an exhibit on Form 8-K filed on July 15, 2021. | ||||
Note Exchange Agreement [Member] | |||||
Debt instrument, description | Note Exchange Agreement to amend and restate the remaining 5 variable conversion notes, all of which were in default, with interest rates ranging from 18% to 22% to a fixed rate $0.01 with an interest rate of 8%. | ||||
Convertible debt | $ 1,085,824 | ||||
Debt instrument, interest rate | 8.00% | ||||
Subscription Agreements [Member] | |||||
Shares, purchase price per share | $ 0.015 | $ 0.015 | |||
Gross proceeds from common stock issuance | $ 3,125,000 | $ 5,000,000 | $ 5,000,000 | ||
Number of shares issued, shares | 208,333,333 | 208,333,333 |