Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Oct. 13, 2020 | Sep. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | LEGACY VENTURES INTERNATIONAL INC. | ||
Entity Central Index Key | 0001616788 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 333-199040 | ||
Is Entity a Shell Company? | false | ||
Entity Small Business | true | ||
Is Entity an Emerging Growth Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Public Float | $ 500 | ||
Entity Common Stock, Shares Outstanding | 315,064 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Current assets | ||
Cash | $ 15,136 | $ 12,745 |
Total assets | 15,136 | 12,745 |
Current liabilities | ||
Accounts payable and accrued liabilities | 116,097 | 82,764 |
Secured promissory note | 100,000 | 50,000 |
Convertible note | 20,000 | 20,000 |
Interest payable | 11,894 | 3,651 |
Advances from third parties | 22,925 | 22,925 |
Total current liabilities | 270,916 | 179,340 |
Total liabilities | 270,916 | 179,340 |
Stockholders' deficiency | ||
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized: Preferred Stock - no shares issued and outstanding June 30, 2020 and June 30, 2019 | 0 | 0 |
Common Stock, $0.0001 par value; 100,000,000 shares authorized: Common Stock - 315,064 shares issued and outstanding June 30, 2020 and June 30, 2019 | 32 | 32 |
Additional paid in capital | 6,394,771 | 6,394,771 |
Accumulated deficit | (6,650,583) | (6,561,398) |
Total stockholders' deficiency | (255,780) | (166,595) |
Total liabilities and stockholders' deficiency | $ 15,136 | $ 12,745 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 315,064 | 315,064 |
Common stock, shares outstanding | 315,064 | 315,064 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses | ||
Professional fees | $ 50,410 | $ 40,850 |
Other general and administration | 8,863 | 10,347 |
Loss from operations | (59,273) | (51,197) |
Other (expenses) income | ||
Gain on cancellation of convertible note | 0 | 545,580 |
Interest expense - Convertible and Secured notes | (8,243) | (31,622) |
Accretion expense - convertible notes | 0 | (467,575) |
Bank charges and other | (21,669) | (20,030) |
Total other (expenses) income | (29,912) | 26,353 |
Loss before taxes | (89,185) | (24,844) |
Net loss and comprehensive loss | $ (89,185) | $ (24,844) |
Net loss per share - basic and diluted | $ (0.28) | $ (0.08) |
Weighted average number of common shares outstanding - basic and diluted | 315,064 | 315,064 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity Deficiency - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Jun. 30, 2018 | $ 32 | $ 6,394,771 | $ (6,536,554) | $ (141,751) |
Beginning balance, shares at Jun. 30, 2018 | 315,064 | |||
Net Loss | $ 0 | 0 | (24,844) | (24,844) |
Ending balance at Jun. 30, 2019 | $ 32 | 6,394,771 | (6,561,398) | (166,595) |
Ending balance, shares at Jun. 30, 2019 | 315,064 | |||
Net Loss | $ 0 | 0 | (89,185) | (89,185) |
Ending balance at Jun. 30, 2020 | $ 32 | $ 6,394,771 | $ (6,650,583) | $ (255,780) |
Ending balance, shares at Jun. 30, 2020 | 315,064 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash used in operating activities | ||
Net loss | $ (89,185) | $ (24,844) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Gain on cancellation of convertible note | 0 | (545,580) |
Accretion expense - Debt discount on convertible promissory note | 0 | 467,575 |
Changes in non-cash operating assets and liabilities | ||
Interest payable - Convertible notes | 8,243 | 31,622 |
Accounts payable and accrued liabilities | 33,333 | 33,942 |
Net cash used in operating activities | (47,609) | (37,285) |
Cash flow from financing activities | ||
Proceeds from secured convertible note | 50,000 | 50,000 |
Net cash provided by financing activities | 50,000 | 50,000 |
Increase in cash | 2,391 | 12,715 |
Cash, beginning of year | 12,745 | 30 |
Cash, end of year | 15,136 | 12,745 |
Cash payments for Interest | 0 | 0 |
Cash payments for Income taxes | $ 0 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Legacy Ventures International, Inc. (“Legacy” or the “Company”), was incorporated on March 4, 2014 under the laws of the State of Nevada The Company currently has no ongoing operations except for the incurring of general and administrative expenditures. On August 9, 2018, the former holder of 91% of the outstanding shares of common stock of the Company, approved the appointment of Peter Sohn as the Chief Executive Officer and Chief Financial Officer and Director of the Company. Effective December 17, 2018, and Mr. Sohn accepted the appointments as Chief Executive Officer and Chief Financial Officer and Director of the Company. On December 17, 2018, the former of 91% of the outstanding shares of common stock of the Company delivered to Peter Sohn an agreement for the acquisition by Mr. Sohn of the Shares from Mr. Letcavage, which agreement is dated August 9, 2018, but was delivered and deemed effective on December 17, 2018 (the “Agreement”). As a result Mr. Sohn is now able to unilaterally control the election of our Board of Directors, all matters upon which shareholder approval is required and, ultimately, the direction of the Company. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jun. 30, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the current year, the Company has incurred recurring losses from operations and as at June 30, 2020 has a working capital deficiency of $255,780 (2019 - $166,595), and an accumulated deficit of $6,650,583 (2019 - $6,561,398). The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. These conditions raise substantial doubt about the Company ability to continue as a going concern. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the financial statements. The financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”). The Company’s fiscal year-end is June 30. The Company’s functional currency is USD and the Company’s reporting currency is USD. Cash Cash includes cash on hand and balances with banks or with third parties. Loss Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted loss per share exclude all potentially dilutive shares if their effect is anti-dilutive. All dilutive common share equivalents were anti-dilutive for the years ended June 30, 2020 and 2019. Foreign Currency Translation The Company’s functional currency is USD. The Company’s reporting currency is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Income Taxes The Company accounts for income taxes under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company adopted the FASB guidance concerning accounting for uncertainty in income taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, as of July 1, 2017. The guidance requires that the Company determine whether it is more likely than not that a tax position will not be sustained upon examination by the appropriate taxing authority. If a tax position does not meet the more likely than not recognition criterion, the guidance requires that the tax position be measured at the largest amount of benefit greater than 50 percent not likely of being sustained upon ultimate settlement. Based on the Company’s evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements. Interest and penalties are recorded in bank and other charges in the statement of operations and comprehensive loss and accounts payable and accrued liabilities in the balance sheets. The Company has reviewed the new pronouncements from FASB, however, none of the recent accounting pronouncements have an impact on the Company. |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | 4. BASIC AND DILUTED NET LOSS PER SHARE The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share ("EPS") calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents (if dilutive) outstanding. All dilutive common share equivalents were anti-dilutive for the years ended June 30, 2020 and 2019. |
SECURED PROMISSORY AND CONVERTI
SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES | 5. SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES Secured Promissory Note On December 2, 2018, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $50,000, and is payable on December 2, 2019 (the "Maturity Date"), and bears an interest rate of 4% per annum and a default interest rate of 18%. The amount owing under the Secured Note is secured by the assets of the Company. The Secured Note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and the note holder. Interest expense for the year ended June 30, 2020 was $6,039 (June 30, 2019 -$1,151). On September 6, 2019, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $50,000, and is payable on September 6, 2020 (the "Maturity Date"), and bears an interest rate of 4% per annum and a default interest rate of 18%. The amount owing under the Secured Note is secured by the assets of the Company. The note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and the note holder. Interest expense for the year ended June 30, 2020 was $1,280 (June 30, 2019 - $nil). Convertible Promissory Note On September 11, 2017, the Company issued a Convertible Promissory Note (“Convertible Note”) to an accredited investor. The Convertible Note has an aggregate principal amount of $500,000 and matures one year from the date of issuance (the “Maturity Date”) and has an interest rate of 4% per annum and a default interest rate of 18%. The holder may convert the Convertible Note at any time up to the Maturity Date into shares of the Company’s common stock, par value $0.0001 per share, at a conversion price equal to $1.00 per share and the Convertible Note was to automatically convert upon the filing of the audited financial statement for a third party that the Company was contemplating a transaction with. The transaction was ultimately not consummated. The Company may prepay the Convertible Note prior to the Maturity Date and/or the date of conversion without penalty upon receiving the written consent of the holder. Interest expense for the year ended June 30, 2020 was $nil (June 30, 2019 - $29,580). The Convertible Note payable contained a beneficial conversion feature. As a result, the Company recognized a nominal value for the Convertible Note, at the September 11, 2017 issuance date, the balance of which will be accreted to the face value at the effective interest rate. For the years ended June 30, 2020 and 2019, accretion expense was $nil and $476,575, respectively. The difference between the nominal value ascribed to the Convertible Note on issuance and the face value was recorded in Additional Paid In Capital. On December 18, 2018, the Company entered into an assignment agreement (“Assignment Agreement”) with the holder of the Convertible Note, whereby, the Promissory Note was assigned to the Convertible Note holder in exchange for the waiver and cancellation of the Convertible Note. As a result, the Company recognized a gain of $545,580 for the year ended June 30, 2019, which was the carrying value of the Convertible Note and the accrued interest payable thereon at the time the assignment agreement was entered into. As a result of the series of events noted above, on April 11, 2018, the Company wrote-off the value of the Convertible Note as well as the accrued interest receivable thereon. The Convertible Note was assigned to an accredited arm’s length third party, in exchange for the waiver of the promissory note payable pursuant to the terms of the Assignment Agreement. On September 11, 2017, the Company received a Promissory Note ("Promissory Note") from Nexalin Technology, Inc. The Promissory Note has an aggregate principal amount of $500,000 and is payable on December 31, 2017 (the "Maturity Date"), and bears an interest rate of 4% per annum. Unsecured Convertible Promissory Notes On June 28, 2017 the Company issued $20,000 of unsecured convertible promissory notes (“Convertible Notes”). The notes were assigned to 5 different arm’s length parties, each holding $4,000. The Convertible Notes matured on June 27, 2018, and bear interest at a rate of 8% per annum, and 12% for amounts owing past the default date. The Convertible Notes are convertible into the Common Stock of the Company at a fixed conversion rate of $0.75 per share at any time prior to the maturity date. The Company evaluated the terms and conditions of the Convertible Notes under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and there were no down round protection features contained in the contracts. The Company was required to consider whether the hybrid contracts embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount resulted in a BCF because the fair value of the conversion was greater than the Company’s stock price on the date of issuance and a BCF was recorded in the amount of $20,000 and accordingly the amount of $20,000 was credited to Additional Paid in Capital. The BCF which represents debt discount is accreted over the life of the loan using the effective interest rate. Interest expense for the year ended June 30, 2020 was $924 (June 30, 2019 - $891). As at June 30, 2020, the carrying value of the Convertible Note was $20,000. No amounts have been paid to date for the above mentioned notes, nor have any of the notes been called or converted. |
ADVANCES AND BALANCES, AND ADVA
ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES | 12 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES | 6. ADVANCES FROM THIRD PARTIES AND RELATED PARTY TRANSACTIONS The Company was previously advanced funds by a third party, the funds were used to pay certain professional fees including auditors, and accountants. The Company is currently in the process of negotiating with the third party with respect to settlement of the amount advanced. There are no prescribed terms of repayment or rate of interest on the advances. For the year ended June 30, 2020, the Company’s sole Director and Officer, earned fees of $12,000. For the year ended June 30, 2019 $8,000 in fees were earned. The Company did not pay any other form of compensation to the Company’s sole Officer. There were no other related party transactions. |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 12 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIENCY | 7. STOCKHOLDERS’ DEFICIENCY COMMON AND PREFERRED STOCK - AUTHORIZED As at June 30, 2020 and 2019, the Company was authorized to issue 10,000,000 of preferred stock, with a par value of $0.0001 and 100,000,000 shares of common stock, with a par value of $0.0001. COMMON STOCK - ISSUED AND OUTSTANDING There were no common stock transactions for the years ended June 30, 2020 and 2019. At June 30, 2020 and 2019, there were 315,064 shares of common stock issued and outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES Income taxes The provision for income taxes differs from that computed at the corporate tax rate of approximately 21% (2019-21%) as follows: 2020 2019 Net loss before income taxes $ (89,185 ) $ (24,844 ) Expected income tax recovery at statutory rates (18,729 ) (5,220 ) Tax rate and other adjustments — — Tax effect of non-deductible expenses 4,200 (12,180 ) Change in valuation allowance 14,529 17,400 Provision for (benefit from) income taxes $ — $ — ; Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of June 30, 2019: 2020 2019 Deferred tax assets (non-current): Net operating loss $ 281,461 $ 260,290 Interest limitation under 163(j) — 6,640 281,461 266,930 Valuation allowance (281,461 ) (266,930 )) Net deferred tax assets $ — $ — At June 30, 2019 the Company had U.S. non-capital income tax losses of $51,230 which can be carried forward indefinitely. Prior year U.S non-capital income tax losses expire as follows: 2034 $ $107,770 2035 494,050 2036 33,560 2037 552,870 152,040 $ 1,340,290 During the year ended June 20, 2020, and 2019, the Company recognized $20,000, respectively in interest and penalties and has an accrued provision for interest and penalties of $60,200 (June 30, 2019 - $40,000). The Company has the five most recent tax year ends not assessed. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On October 1, 2020, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $65,000, and is payable on October 1, 2021, (the "Maturity Date"), and bears an interest rate of 4% per annum and a default interest rate of 18%. The amount owing under the Secured Note is secured by the assets of the Company. The note may be converted into shares of common stock of the Company, the terms of which are to be negotiated between the Company and the note holder. The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and conditions of the Company in future periods. No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ended June 30, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”). The Company’s fiscal year-end is June 30. The Company’s functional currency is USD and the Company’s reporting currency is USD. |
Cash | Cash Cash includes cash on hand and balances with banks or with third parties. |
Loss Per Share | Loss Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted loss per share exclude all potentially dilutive shares if their effect is anti-dilutive. All dilutive common share equivalents were anti-dilutive for the years ended June 30, 2020 and 2019. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is USD. The Company’s reporting currency is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company adopted the FASB guidance concerning accounting for uncertainty in income taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, as of July 1, 2017. The guidance requires that the Company determine whether it is more likely than not that a tax position will not be sustained upon examination by the appropriate taxing authority. If a tax position does not meet the more likely than not recognition criterion, the guidance requires that the tax position be measured at the largest amount of benefit greater than 50 percent not likely of being sustained upon ultimate settlement. Based on the Company’s evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements. Interest and penalties are recorded in bank and other charges in the statement of operations and comprehensive loss and accounts payable and accrued liabilities in the balance sheets. The Company has reviewed the new pronouncements from FASB, however, none of the recent accounting pronouncements have an impact on the Company. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes differs from that computed at the corporate tax rate of approximately 21% (2019-21%) as follows: 2020 2019 Net loss before income taxes $ (89,185 ) $ (24,844 ) Expected income tax recovery at statutory rates (18,729 ) (5,220 ) Tax rate and other adjustments — — Tax effect of non-deductible expenses 4,200 (12,180 ) Change in valuation allowance 14,529 17,400 Provision for (benefit from) income taxes $ — $ — ; |
Schedule of net deferred tax assets | Net deferred tax assets consist of the following components as of June 30, 2019: 2020 2019 Deferred tax assets (non-current): Net operating loss $ 281,461 $ 260,290 Interest limitation under 163(j) — 6,640 281,461 266,930 Valuation allowance (281,461 ) (266,930 )) Net deferred tax assets $ — $ — |
Schedule of income tax losses expire | Prior year U.S non-capital income tax losses expire as follows: 2034 $ $107,770 2035 494,050 2036 33,560 2037 552,870 152,040 $ 1,340,290 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - Peter Sohn [Member] | Aug. 09, 2018 |
Percentage of common stock approved | 91.00% |
Percentage of outstanding shares acquired | 91.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Going Concern [Abstract] | ||
Working capital | $ 255,780 | $ 166,595 |
Accumulated deficit | $ (6,650,583) | $ (6,561,398) |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Details Narrative) - shares | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
SECURED PROMISSORY AND CONVER_2
SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | Dec. 02, 2018 | Sep. 11, 2017 | Sep. 06, 2019 | Jun. 28, 2017 | Jun. 30, 2020 | Jun. 30, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Accretion expense | $ 0 | $ 467,575 | ||||
Gain on cancellation of Convertible Note | 0 | 545,580 | ||||
Additional Paid-in Capital | ||||||
Beneficial Conversion Feature | 20,000 | |||||
Secured Promissory Note [Member] | Accredited investor [Member] | ||||||
Aggregate principal amount | $ 500,000 | $ 50,000 | ||||
Maturity date | Dec. 2, 2019 | Sep. 6, 2020 | ||||
Interest rate | 4.00% | 4.00% | ||||
Default interest rate | 18.00% | 18.00% | ||||
Interest expense | 6,039 | 1,151 | ||||
Secured Promissory Note [Member] | Accredited investor [Member] | ||||||
Interest expense | 1,280 | 0 | ||||
Convertible Promissory Note [Member] | Accredited investor [Member] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Maturity date | Sep. 11, 2018 | |||||
Interest rate | 4.00% | |||||
Default interest rate | 18.00% | |||||
Interest expense | 0 | 29,580 | ||||
Common stock, par value | $ 0.0001 | |||||
Conversion Price | $ 1 | |||||
Accretion expense | 0 | 476,575 | ||||
Convertible Note [Member] | Nexalin Technology, Inc [Member] | ||||||
Aggregate principal amount | $ 500,000 | |||||
Maturity date | Dec. 31, 2017 | |||||
Interest rate | 4.00% | |||||
Unsecured Convertible Promissory Notes [Member] | ||||||
Aggregate principal amount | $ 20,000 | |||||
Maturity date | Jun. 27, 2018 | |||||
Interest rate | 8.00% | |||||
Interest expense | 924 | 891 | ||||
Conversion Price | $ 0.75 | |||||
Accretion expense | $ 0 | |||||
Carrying value of convertible note | $ 20,000 |
ADVANCES AND BALANCES, AND AD_2
ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Director And Officer [Member] | ||
Related Parties fees | $ 12,000 | $ 8,000 |
STOCKHOLDERS_ DEFICIENCY (Detai
STOCKHOLDERS’ DEFICIENCY (Details Narrative) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 |
Equity [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 315,064 | 315,064 |
Common stock, shares outstanding | 315,064 | 315,064 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net loss before income taxes | $ (89,185) | $ (24,844) |
Expected income tax recovery at statutory rates | (18,729) | (5,220) |
Tax rate and other adjustments | 0 | 0 |
Tax effect of non-deductible expenses | 4,200 | (12,180) |
Change in valuation allowance | 14,529 | 17,400 |
Provision for (benefit from) income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets (non-current): | ||
Net operating loss | $ 281,461 | $ 260,290 |
Interest limitation under 163(j) | 0 | 6,640 |
Total NOL carryforwards | 281,461 | 266,930 |
Valuation allowance | (281,461) | (266,930) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | Jun. 30, 2020USD ($) |
Net operating loss carry forwards | $ 1,340,290 |
2034 | |
Net operating loss carry forwards | 107,770 |
2035 | |
Net operating loss carry forwards | 494,050 |
2036 | |
Net operating loss carry forwards | 33,560 |
2037 | |
Net operating loss carry forwards | 552,870 |
2038 | |
Net operating loss carry forwards | $ 152,040 |
INCOME TAXES (Details Narrativ
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 21.00% | 21.00% |
Non-capital income tax losses | $ 51,230 | |
Interest and penalties | $ 20,000 | 20,000 |
Accrual provision for interest and penalties | $ 60,200 | $ 40,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Secured Note [Member] - Accredited investor [Member] | Oct. 01, 2020USD ($) |
Aggregate principal amount | $ 65,000 |
Interest rate | 4.00% |
Default interest rate | 18.00% |
Maturity date | Oct. 1, 2021 |