Legacy Ventures International (LGYV) 10-Q 29 Apr 19 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2018	Apr. 29, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	LEGACY VENTURES INTERNATIONAL INC.
Entity Central Index Key	0001616788
Trading Symbol	LGYV
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Is Entity an Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		315,064

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)		Mar. 31, 2018		Jun. 30, 2017
Current assets
Cash		$ 45		$ 89
Note receivable	[1]	500,000
Interest receivable	[1]	11,014
Total current assets		511,059		89
Total assets		511,059		89
Current liabilities
Accounts payable and accrued liabilities		16,598		16,541
Convertible note		8,525	[2]
Interest payable		12,224	[2]
Advances from third parties		22,925	[3]
Total current liabilities		60,272		16,541
Total liabilities		60,272		16,541
Stockholders' equity (deficit)
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized: no shares issued and outstanding March 31, 2018 and June 30, 2017			[4]
Common Stock, $0.0001 par value; 100,000,000 shares authorized: 315,064 shares issued and oustanding March 31, 2018 and June 30, 2017		32	[4]	32
Additional paid in capital		6,394,771	[3]	5,894,772
Accumulated deficit		(5,944,016)		(5,911,256)
Total stockholders' deficit		450,787		(16,452)
Total liabilities and stockholders' deficit		$ 511,059		$ 89
[1]	Note 5,9
[2]	Note 5
[3]	Note 6
[4]	Note 7

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Jun. 30, 2017
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

Condensed Statements of Operati

Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended			9 Months Ended
	Mar. 31, 2018		Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues					$ 74,042
Cost of sales					50,665
Gross profit					23,377
Operating expenses
Professional fees	5,695		4,285	21,315	41,142
Management fees					369,194
Other general and administration	834		93	1,667	(374)
Loss from operations	(6,529)		(4,378)	(22,982)	(386,585)
Other income (expenses)
Net gain due to loss of control in subsidiary					84,021
Interest income - Promissory note	4,932			11,014
Interest expense - Convertible note	(5,327)			(12,224)
Accretion expense - convertible note	(6,111)			(1,708)
Bank charges	(15)		(79)	(44)	(877)
Total other income (expenses)	(6,521)		(79)	(9,778)	83,144
Income (loss) before taxes	(13,049)		(4,457)	(32,759)	(303,441)
Income tax expense
Net comprehensive income and (loss)	$ (13,049)		$ (4,457)	$ (32,759)	$ (303,441)
Net income (loss) per share - basic and diluted	$ (0.04)	[1]	$ (0.07)	$ (0.10)	$ (6.11)
Weighted average number of common shares outstanding - basic and diluted	315,064		65,064	315,064	49,630
[1]	Note 8

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2017	Mar. 31, 2018
Cash flow from operating activities
Net income (loss)	$ (303,441)	$ (32,759)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Net gain due to loss of control in subsidiary
Issuance of shares for services	355,370
Accretion expense - Debt discount on convertible promissory note		1,708
Changes in non-cash operating assets and liabilities
Interest receivable - Promissory note		(11,014)
Interest payable - Convertible note		12,224
Accounts payable and accrued liabilities	2,219	57
Net cash used in operating activities	(29,873)	(22,969)
Cash flow from investing activity
Promissory note receivable		(500,000)
Net cash used in investing activity		(500,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note		500,000
Proceeds from third party advances		22,925
Due to stockholders	34,257
Net cash provided by financing activities	34,257	522,925
Increase (decrease) in cash and cash equivalents	4,384	(44)
Cash and cash equivalents, beginning of period	2,993	89
Cash and cash equivalents, end of period	7,377	45
Cash payments for Interest
Cash payments for Income taxes

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Legacy Ventures International, Inc. (“Legacy” or the “Company”), was incorporated on March 4, 2014 under the laws of the State of Nevada. Since September 15, 2015, the Company operated through a wholly-owned subsidiary RM Fresh Brands Inc. (“RM Fresh”), who services food and beverage retailers and distributors who are looking for innovative, trend-setting products across North America and in international markets. With a focus on sustainable, category changing consumables, RM Fresh acquired the rights to distribute an extensive portfolio of highly desirable brands, including Boxed Water, Cleansify, Uncle Si’s Iced Tea, Chef 5-Minute Meals, Gurkha Cigars, Shimla Foods, Aloe Gloe and Arriba Horchata. Through a network of sub-distribution partners across Canada, RM Fresh provides national product distribution and brokerage services. RM Fresh has an emerging focus on the United States and Middle East through the establishment of sub-distribution partners. On August 31, 2016, in order to fund the ongoing operation and further development of RM, the Company consented to new third party investments into RM in the approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM. As result of these new investments into RM, our ownership percentage of the company was reduced to twenty percent (20%). In addition, the Company entered into a new Shareholder Agreement with RM, under which the shares in RM owned by the Company are subject to certain restrictions on transfer until such time as we declare a shareholder dividend of our RM shares following a going public transaction by RM, or in the alternative, for one (1) year after RM completes a going public transaction. Further, the Company disposed of an inter-company liability owed to us by RM in the amount of CDN$166,961.70. The liability was documented under a Demand Promissory Note issued to us by RM. The Company then assigned the note to an investor in RM in exchange for $3,000. Finally, the Company entered into a mutual Release agreement with RM. Under the Release, the Company released and discharged all liabilities owed to us by RM (with the exception of the Demand Promissory Note). RM in turn released us of all liabilities owing to RM and released us all ongoing contractual and financial responsibilities to RM, including our contractual obligation to further fund management fees or other expenses to be incurred by RM. On June 28, 2017, Randall Letcavage entered into a stock purchase agreement for the acquisition of an aggregate of 286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and outstanding shares of Common Stock of the Company as of such date, from Rehan Saeed, the previous majority shareholder of the Company (the “Purchase Agreement”). The Purchase Agreements were fully executed and delivered, and the transaction consummated as of and at July 7, 2017. Consequently, Mr. Letcavage was 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. In addition, on June 28, 2017, Rehan Saeed submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective on the 10th day following the filing of a Schedule 14f-1 with the U.S. Securities and Exchange Commission. On June 28, 2017, Randall Letcavage was appointed as Chief Executive Officer, Chief Financial Officer, Director, effective immediately. On June 28, 2017, the Company entered into a non-binding letter of intent to enter into a business combination with Nexalin Technology, Inc., a Nevada corporation (“Nexalin”). On June 6, 2018, the Company reported that Matthew Milonas entered into an agreement for the acquisition of an aggregate of 286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and outstanding shares of Common Stock of the Company (the “Shares”) as of such date, from Randall Letcavage, the majority shareholder of the Company (the “Agreement”). However, Mr. Milonas claims that he did not fully execute and deliver the Agreement and has disclaimed ownership of the subject shares. Mr. Letcavage will not contest Mr. Milonas’ claims and as a result, Mr. Letcavage’s ownership of the shares did not change as disclosed. On August 9, 2018, Mr. Letcavage, as the 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, Mr. Sohn accepted the appointments as Chief Executive Officer and Chief Financial Officer and Director of the Company. On December 17, 2018, Mr. Letcavage 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. Share Exchange Agreement and Subscriptions Effective September 11, 2017 (the “Closing Date”), Legacy Ventures International, Inc., (the “Company”) entered into a certain Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017, by and among the Company, Nexalin and shareholders of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of Nexalin held by the Nexalin Shareholders for units (the “Units”) consisting of an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company. The warrants are two-year warrants exercisable at the end of one year for exercise prices between $1.50 and $1.75 per share, payable in cash. The warrants must be promptly exercised, and subject to forfeiture if not so exercised, if the Company’s shares achieve a trading price of $3.00 or more for 30 consecutive days. At the Closing Date, the Company approved the issuance of approximately 15,500,000 shares of common stock to the Nexalin shareholders, together with warrants for the purchase of an additional 15,500,000 shares and reserved approximately 9,500,000 additional shares, together with the related warrants, for the issuance to remaining Nexalin shareholders who are expected to execute and deliver the Share Exchange Agreement, including approximately 1,100,000 shares and related warrants issuable immediately to consultants in connection with the transactions contemplated by the Share Exchange Agreement. On September 15, 2017, Legacy Ventures International, Inc., (the “Company”), filed a Current Report on Form 8-K (the “09/15/17 Form 8K”) announcing that effective September 11, 2017 (the “Closing Date”), the Company, on the one hand, and Nexalin Technology, Inc., a Nevada corporation (“Nexalin”), and shareholders of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”), on the other hand, entered into a Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017. In the Share Exchange Agreement the Company agreed to issue units in exchange for all the outstanding equity stock of Nexalin held by the Nexalin Shareholders. The “Units” were to consist of an aggregate of approximately 25,000,000 newly issued shares of the Company’s Common Stock, $0.001 par value, and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Company’s Common Stock, $0.001 par value. On November 29, 2017, the Company filed an amendment to its 09/15/17 Form 8-K (the “11/29/17 Amended Form 8K”) announcing that the “Closing Date” as defined in the Share Exchange Agreement was September 30, 2017, and, further, that as of the date of the of the 11/29/17 Amended Form 8K, the holders of approximately 90% of the equity securities of Nexalin had exchanged their shares into shares of the Company’s Common Stock. On December 26, 2017, the Company filed a Current Report on Form 8K (the “12/26/17 Form 8K”) announcing that on December 21, 2017, the Company’s sole officer and director, Randy Letcavage, who was at the time Nexalin’s sole officer and director, resigned all officer and director positions with the Company and Nexalin. It was also announced that Mark White was appointed as the Interim Chief Executive Officer and Interim Chief Financial Officer of both the Company and Nexalin. Finally, it was announced that Rick Morad was appointed as the sole director of the Company and Nexalin. On February 1, 2018, the Company filed a Current Report on Form 8K (the “02/01/18 Form 8K”) announcing that Mark White was appointed as a Company director. On February 28, 2018, the Company filed a Current Report on Form 8K (the “02/28/18 Form 8K”) wherein the Company filed (i) the Nexalin audited financial statements for the twelve months ended June 30, 2017 and 2016; (ii) the Nexalin unaudited financial statements for the three months ended September 30, 2017 and 2016; and (iii) the Nexalin unaudited condensed pro forma financial statements for the Company for the twelve months ended June 30, 2017 and as of and for the three months ended September 30, 2017. On March 30, 2018, the Company filed a Current Report on Form 8K (the “03/30/18 Form 8K”) announcing the appointment of Dr. Benjamin V. Hue as a director of the Company. Notwithstanding the disclosure made in the 09/15/17 Form 8K and the11/29/17 Amended Form 8K, the consummation of the acquisition of Nexalin was subject to a number of contractual conditions and legal requirements. These included: (i) all representations and warranties of the Company contained in the Share Exchange Agreement were to be true in all material respects; (ii) the Company was to have performed and complied in all material respects with all covenants and agreements required by the Share Purchase Agreement; (iii) the Company was to obtain all material consents, approvals and authorizations required to be obtained and make all filings required to be made by the Company for the authorization and consummation of the Share Purchase Agreement; (iv) Nexalin and the Nexalin Shareholders were to be given the opportunity to initiate and complete their legal, accounting and business due diligence of the Company and the results were to be satisfactory to Nexalin and the Nexalin Shareholders in their sole and absolute discretion; (v) the Units, which included the Company Common Stock and Warrants, were to be delivered to the Nexalin Shareholders within five (5) business days following the Closing of the Share Exchange Agreement. The Company was also required to take any and all action required under the various state securities laws in connection with the issuance of the Units. Once new management and a new Board of Directors were in place, they conducted a review of the Company and the steps taken and to be taken to consummate the acquisition of Nexalin. After the due diligence review was performed, including legal, accounting and business investigations of the Company, the new management and new Board of Directors became aware of a series of issues that put into question whether there had been or could be completion of the acquisition transaction and that put into issue whether past actions by the Company complied with applicable legal requirements and better business practice. After performing this due diligence review, the new Board of Directors determined that many of the requirements of and pre-conditions to the Share Exchange Agreement were not completed and condition of the Company was not satisfactory to accomplish the objectives of the Share Exchange Agreement. After careful consideration, the current management and Board of Directors believe that the previously announced share exchange, in fact, had not closed, and because of the many issues identified in its due diligence review, some of which cannot ever be satisfied or adequately remedied, it considers that the Share Exchange Agreement is null and void ab initio It is the opinion of current management and the current Board of Directors, based on the nullity of the Share Exchange Agreement, that Nexalin never was and is not now a wholly owned subsidiary of the Company.

GOING CONCERN AND BASIS OF PRES

GOING CONCERN AND BASIS OF PRESENTATION	9 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND BASIS OF PRESENTATION	NOTE 2 – GOING CONCERN AND BASIS OF PRESENTATION The Company’s unaudited interim condensed 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 period, the Company has incurred recurring losses from operations and as at March 31, 2018 an accumulated deficit. Further, as explained in Note 1, on August 31, 2016, the Company’s ownership percentage of RM Fresh has been reduced to 20%. 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 our 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 interim condensed 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. The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report filed with the SEC on Form 10-K for the year ended June 30, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. Operating results for the three and six months ended December 31, 2017, are not necessarily indicative of the results to be expected for the year ending June 30, 2018. Notes to the interim condensed financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year 2017 as reported in Form 10-K have been omitted.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS SIGNIFICANT ACCOUNTING POLICIES These unaudited condensed interim financial statements have been prepared on the same basis as the annual audited financial statements and should be read in conjunction with those annual audited financial statements filed on Form 10-K for the year ended June 30, 2017. In the opinion of management, these unaudited interim condensed financial statements reflect adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. The Company's significant accounting policies have not changed from the year ended June 30, 2017, except as described below. CHANGE IN ACCOUNTING POLICY The FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities From Equity (Topic 480) Derivatives and Hedging (Topic 815): Accounting for Certain Financial Instruments With Down Round Features II Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception On consideration of the above factors, the Company elected to early adopt ASU 2017-11 on July 1, 2017. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The early adoption allows the Company to reduce the cost and complexity of updating the fair value measurement each reporting period and eliminate the unnecessary volatility in reported earnings created by the revaluation when the Company’s shares’ value changes. The Company presented the change in accounting policy through the retrospective application of the new accounting principle to all prior periods, as described in ASU No. 250-10-45-5, Accounting Changes and Error Corrections. There was no impact on opening balances from adopting this standard. Recently issued accounting pronouncements In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of interim condensed financial statements with more decision-useful information. The Company is currently assessing the impact of ASU 2016-01.

BASIC AND DILUTED NET LOSS PER

BASIC AND DILUTED NET LOSS PER SHARE	9 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
BASIC AND DILUTED NET LOSS PER SHARE	NOTE 4 - BASIC AND DILUTED NET LOSS PER SHARE The Company follows ASC Topic 260 to account for the loss per share. Basic earnings (loss) per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share calculations are determined by dividing net income (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 three and nine months ended March 31, 2018 and 2017.

PROMISSORY AND COVERTIBLE NOTES

PROMISSORY AND COVERTIBLE NOTES	9 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
PROMISSORY AND COVERTIBLE NOTES	NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES 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 is payable on September 11, 2018 (the "Maturity Date"), and bears an interest rate of 4% per annum. The holder may convert the Convertible Note at any time up to the Maturity Date into shares of the Company's common stock at a conversion price equal to $1.00 per share. 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. As the conversion feature is not separable, it has been reflected on the interim condensed balance sheet as at September 30, 2017. Interest expense for the three and nine months ended March 31, 2018, was $4,932 and $11,014, respectively. 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. Interest income for the three and nine months ended March 31, 2018, was $4,932 and $11,014, respectively. See note 9 for additional details. The Convertible Note payable contains 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. Accretion expense for the three and nine months ended March 31, 2018, was $1,618 and $1,708, respectively. The difference between the nominal value ascribed to the Convertible Note on issuance of $499,999 and the face value was recorded in Additional Paid In Capital. As at March 31, 2018, the carrying value of the Convertible Note was $1,709. On June 28, 2017 the Company issued $20,000 of unsecured convertible promissory notes (“Notes”). The Notes matured on June, 27, 2018, and bear interest at a rate of 8% per annum. The 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 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. Accretion expense for the three and nine months ended March 31, 2018, was $4,493 and $6,816, respectively. Interest expense for the three and nine months ended March 31, 2018, was $395 and $1,210, respectively. As at March 31, 2018, the carrying value of the notes were $6,816. No amounts of principal and interest for the above mentioned notes have been paid to date.

RELATED PARTY TRANSACTIONS AND

RELATED PARTY TRANSACTIONS AND BALANCES	9 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND BALANCES	NOTE 6 – RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES During the three and six month period ended December 31, 2017, the Company was advanced $16,425 and $22,925, respectively, 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.

COMMON AND PREFERRED STOCK TRAN

COMMON AND PREFERRED STOCK TRANSACTIONS	9 Months Ended
	Mar. 31, 2018
Equity [Abstract]
COMMON AND PREFERRED STOCK TRANSACTIONS	NOTE 7 - COMMON AND PREFERRED STOCK TRANSACTIONS COMMON STOCK - AUTHORIZED As at March 31, 2018, the Company was authorized to issue 10,000,000 of preferred stock, with a par value of $0.0001 and 100,000,000 of common stock, with a par value of $0.0001. There were no common stock transactions in the period ended December 31, 2017. On October 28, 2016, the Company issued 35,537 shares of common stock to the former CEO, as consideration for management services. These shares were fair valued at $355,370, determined based on the market price on the date of issuance, and recorded in the interim condensed statement of operations and comprehensive loss as management fees during the three and nine months ended March 31, 2017. On November 16, 2016, the Board of Directors and stockholders of the Company approved a 1:1000 reverse split. As a result, the issued and outstanding common stock of the Company decreased from 65,064,000 shares prior to the reverse split to 65,064 shares following the reverse split. Prior period amounts have been restated from the earliest period presented, to reflect the effect of the reverse split.

LOSS OF CONTROL IN SUBSIDIARY C

LOSS OF CONTROL IN SUBSIDIARY COMPANY	9 Months Ended
	Mar. 31, 2018
Loss of Control in Subsidiary Company [Abstract]
LOSS OF CONTROL IN SUBSIDIARY COMPANY	NOTE 8 – LOSS OF CONTROL IN SUBSIDIARY COMPANY On August 31, 2016, the Company entered into a group of transactions related to RM Fresh. In order to fund the ongoing operation and further development of RM Fresh, the Company consented to new third party investments into RM Fresh in the approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM Fresh, reducing the Company’s ownership percentage of RM Fresh to twenty percent (20%) and is thus accounted for as an available for sale investment. As a result, the unaudited interim condensed financial statements of the Company as at, March 31, 2017, do not include the assets and liabilities of RM Fresh, which is no longer a wholly-owned subsidiary effective August 31, 2016, while the balance sheet as at June 30, 2016 is consolidated and contains the accounts of RM Fresh. The interim condensed statement of operations and comprehensive loss of the Company includes the results of the operations of RM Fresh up to August 31, 2016, which is the effective date of change in control, due to loss of control in RM Fresh and consequent de-consolidation. The fair value of the assets and liabilities as at August 31, 2016 and the carrying value of the investments, which resulted in the Company recording a gain of $84,012 in the interim condensed statement of operations, is as follows: Fair value as at August 31, 2016 Cash $ 12,720 Accounts receivable 250,203 Inventories 78,891 Harmonized sales tax recoverable 24,071 Total assets $ 365,885 Accounts payable 307,571 Due to stockholders 7,529 Due to related parties 60,145 Notes payable 51,794 Total liabilities 427,039 Net liabilities 61,154 Adjustment of cumulative translation reserve 22,867 Purchase consideration value of investments in RM Fresh shares on date of acquisition 2,180,000 Impairment recorded until August 31, 2016 (2,180,000 ) Carrying value of investments in RM Fresh shares on date of change in control - Gain on date of change in control due to deconsolidation of net liabilities of RM Fresh $ 84,021 Management has concluded that the entire available for sale investment in RM Fresh is impaired and hence the investment is written off.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 - SUBSEQUENT EVENTS Subsequent to September 30, 2017, on August 9, 2018, Mr. Letcavage, as the 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, Mr. Sohn accepted the appointments as Chief Executive Officer and Chief Financial Officer and Director of the Company. Also on December 17, 2018, Mr. Letcavage 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 our Company. Subsequent to March 31, 2018, the Company was advanced $50,000 by an arm’s length third party by way of a convertible promissory note. Subsequent to March 31, 2018, on April 11, 2018, the Company determined that the promissory note receivable and the accrued interest thereon was impaired. The promissory note receivable was assigned to an arm’s length accredited third party, for a nominal amount.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)	9 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
CHANGE IN ACCOUNTING POLICY	CHANGE IN ACCOUNTING POLICY The FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities From Equity (Topic 480) Derivatives and Hedging (Topic 815): Accounting for Certain Financial Instruments With Down Round Features II Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception On consideration of the above factors, the Company elected to early adopt ASU 2017-11 on July 1, 2017. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The early adoption allows the Company to reduce the cost and complexity of updating the fair value measurement each reporting period and eliminate the unnecessary volatility in reported earnings created by the revaluation when the Company’s shares’ value changes. The Company presented the change in accounting policy through the retrospective application of the new accounting principle to all prior periods, as described in ASU No. 250-10-45-5, Accounting Changes and Error Corrections. There was no impact on the opening balances as a result of adopting this policy.
Recently Issued Accounting Standards	Recently issued accounting pronouncements In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The Company is currently assessing the impact of ASU 2016-01.

LOSS OF CONTROL IN SUBSIDIARY_2

LOSS OF CONTROL IN SUBSIDIARY COMPANY (Tables)	9 Months Ended
	Mar. 31, 2018
Loss of Control in Subsidiary Company [Abstract]
Schedule of fair value assets and liabilities carrying value of the investments	The fair value of the assets and liabilities as at August 31, 2016 and the carrying value of the investments, which resulted in the Company recording a gain of $61,154 in the statement of operations, is as follows: Fair value as at August 31, 2016 Cash $ 12,720 Accounts receivable 250,203 Inventories 78,891 Harmonized sales tax recoverable 24,071 Total assets $ 365,885 Accounts payable 307,571 Due to stockholders 7,529 Due to related parties 60,145 Notes payable 51,794 Total liabilities 427,039 Net liabilities $ 61,154 Adjustment of cumulative translation reserve 22,867 Purchase consideration value of investments in RM Fresh shares on date of acquisition 2,180,000 Impairment recorded until August 31, 2016 (2,180,000 ) Carrying value of investments in RM Fresh shares on date of change in control - Gain on date of change in control due to deconsolidation of net liabilities of RM Fresh $ 84,021

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	Jun. 06, 2018shares	Sep. 11, 2017Days$ / sharesshares	Aug. 31, 2016USD ($)	Jun. 28, 2017shares	Mar. 31, 2018$ / sharesshares	Jun. 30, 2017$ / sharesshares
Cash and retirement amount | $			$ 175,000
Going public transaction, term			1 year
Common stock, par value | $ / shares					$ 0.0001	$ 0.0001
Warrant term		2 years
Common stock, shares issued					315,064	315,064
Purchase of additional warrants, shares		15,500,000
Purchase of additional reserved warrants, shares		9,500,000
Trading price, per share | $ / shares		$ 3
Warrants issue, shares		1,100,000
Trading price number of consecutive days | Days		30
Warrant [Member] | Minimum [Member]
Exercise price of warrant | $ / shares		$ 1.50
Warrant [Member] | Maximum [Member]
Exercise price of warrant | $ / shares		$ 1.75
Share Exchange Agreement [Member]
Common stock shares newly issued		25,000,000
Common stock, par value | $ / shares		$ 0.001
Share Exchange Agreement [Member] | Warrant [Member]
Common stock shares newly issued		25,000,000
Common stock, par value | $ / shares		$ 0.001
Randall Letcavage [Member] | Stock purchase agreement [Member]
Stock issued for acquisition				286,720
Percentage of issued and outstanding shares acquired				91.00%
Matthew Milonas [Member]
Stock issued for acquisition	286,720
Percentage of issued and outstanding shares acquired	91.00%
Nexalin Shareholder [Member]
Common stock, shares issued		15,500,000

PROMISSORY AND COVERTIBLE NOT_2

PROMISSORY AND COVERTIBLE NOTES (Details Narrative) - USD ($)	Sep. 11, 2017	Mar. 31, 2018	Mar. 31, 2018
Beneficial conversion feature		$ 86	$ 90
Convertible Note [Member] | Nexalin Technology, Inc [Member]
Aggregate principal amount	$ 500,000
Maturity date	Dec. 31, 2017
Interest rate	4.00%
Convertible Note [Member] | Accredited investor [Member]
Aggregate principal amount	$ 500,000
Maturity date	Sep. 11, 2018
Interest rate	4.00%

RELATED PARTY TRANSACTIONS AN_2

RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018
Related Party Transactions [Abstract]
Proceeds from third party advances	$ 16,425		$ 22,925

COMMON AND PREFERRED STOCK TR_2

COMMON AND PREFERRED STOCK TRANSACTIONS (Details Narrative) - $ / shares	Mar. 31, 2018	Jun. 30, 2017
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

LOSS OF CONTROL IN SUBSIDIARY_3

LOSS OF CONTROL IN SUBSIDIARY COMPANY (Details) - Subsidiaries [Member]	Aug. 31, 2016USD ($)
Loss Of Control In Subsidiary Company [Line Items]
Cash	$ 12,720
Accounts receivable	250,203
Inventories	78,891
Harmonized sales tax recoverable	24,071
Total assets	365,885
Accounts payable	307,571
Due to stockholders	7,529
Due to related parties	60,145
Notes payable	51,794
Total liabilities	427,039
Net liabilities	61,154
Adjustment of cumulative translation reserve	22,867
Purchase consideration value of investments in RM Fresh shares on date of acquisition	2,180,000
Impairment recorded until August 31, 2016	(2,180,000)
Carrying value of investments in RM Fresh shares on date of change in control
Gain on date of change in control due to deconsolidation of RM Fresh	$ 84,021

LOSS OF CONTROL IN SUBSIDIARY_4

LOSS OF CONTROL IN SUBSIDIARY COMPANY (Details Narrative)	Aug. 31, 2016USD ($)
Loss of Control in Subsidiary Company [Abstract]
Total amount of cash and retirement	$ 175,000
Gain on fair value investments	$ 61,154

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended
	Mar. 31, 2018	Sep. 30, 2017	Mar. 31, 2017	Mar. 31, 2018	Aug. 09, 2018
Proceeds from third party advances	$ 16,425			$ 22,925
Arms length third party [Member] | Convertible Note [Member]
Proceeds from third party advances		$ 50,000
Letcavage [Member] | Subsequent Event [Member]
Percentage of issued and outstanding shares acquired					91.00%