Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2024 | May 12, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | Healthcare Business Resources Inc. | |
Entity Central Index Key | 0001796949 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 1,054,150,003 | |
Entity File Number | 000-56214 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 84-3639946 | |
Entity Address Address Line 1 | 1983 N Berra Blvd | |
Entity Address City Or Town | Tooele | |
Entity Address State Or Province | UT | |
Entity Address Postal Zip Code | 84074 | |
City Area Code | 435 | |
Local Phone Number | 830-6979 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Assets | ||
Cash | $ 142,649 | $ 278,756 |
Prepaid expenses | 0 | 477,000 |
Inventory | 1,590,000 | 0 |
Total current assets | 1,732,649 | 755,756 |
Property and equipment, net | 1,409 | 2,214 |
Right of use asset, operating lease | 11,652 | 8,011 |
Intangible assets, net | 89,226 | 186,300 |
Total Assets | 1,834,936 | 952,281 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 48,885 | 30,234 |
Related party advances | 8,731 | 8,731 |
Right of use liability, operating lease, current | 11,468 | 8,127 |
Total current liabilities | 69,084 | 47,092 |
Notes payable | 50,500 | 125,000 |
Total Liabilities | 119,584 | 172,092 |
Stockholders' Equity: | ||
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 1,054,150,003 and 1,020,519,491 shares issued and outstanding, respectively | 1,054,150 | 1,020,519 |
Additional paid-in capital | 3,371,058 | 1,573,081 |
Subscription payable | 0 | 50,000 |
Accumulated deficit | (2,760,978) | (1,863,411) |
Total Stockholders' equity attributable to Healthcare Business Resources, Inc. | 1,664,230 | 780,189 |
Noncontrolling interest | 51,122 | 0 |
Total stockholders' equity | 1,715,352 | 780,189 |
Total Liabilities and Stockholders' Equity | $ 1,834,936 | $ 952,281 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Jun. 30, 2023 |
Consolidated Balance Sheets | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, issued | 1,054,150,003 | 1,020,519,491 |
Common stock, outstanding | 1,054,150,003 | 1,020,519,491 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||||
Research and development | $ 0 | $ 125,280 | $ 0 | $ 263,006 |
General and administrative | 199,991 | 48,816 | 907,684 | 166,910 |
Total operating expenses | 199,991 | 174,096 | 907,684 | 429,916 |
Loss from operations | (199,991) | (174,096) | (907,684) | (429,916) |
Other income (expense): | ||||
Interest expense | (440) | (805) | (1,147) | (2,420) |
Other income | 453 | 45 | 1,989 | 317 |
Total other income (expense) | 13 | (760) | 842 | (2,103) |
Net loss | (199,978) | (174,856) | (906,842) | (432,019) |
Noncontrolling interest | (8,033) | 0 | (9,275) | 0 |
Net loss attributable to Healthcare Business Resources, Inc. | $ (191,945) | $ (174,856) | $ (897,567) | $ (432,019) |
Loss per share - basic and diluted attributable to Health Business Resources, Inc. | $ 0 | $ 0 | $ 0 | $ 0 |
Loss per share - basic and diluted attributable to noncontrolling interest. | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 1,054,150,003 | 993,399,680 | 1,047,562,344 | 985,423,478 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Stock Payable [Member] | Accumulated Deficit | Total Including Noncontrolling Interest [Member] | Noncontrolling Interest |
Balance, shares at Jun. 30, 2022 | 894,059,712 | ||||||
Balance, amount at Jun. 30, 2022 | $ 481,816 | $ 894,060 | $ 607,540 | $ 0 | $ (1,019,784) | $ 481,816 | $ 0 |
Recapitalization, shares | 99,339,968 | ||||||
Recapitalization, amount | 0 | $ 99,340 | (99,340) | 0 | |||
Net loss | (60,358) | (60,358) | (60,358) | ||||
Balance, shares at Sep. 30, 2022 | 993,399,680 | ||||||
Balance, amount at Sep. 30, 2022 | 421,458 | $ 993,400 | 508,200 | 0 | (1,080,142) | 421,458 | 0 |
Balance, shares at Jun. 30, 2022 | 894,059,712 | ||||||
Balance, amount at Jun. 30, 2022 | 481,816 | $ 894,060 | 607,540 | 0 | (1,019,784) | 481,816 | 0 |
Net loss | (432,019) | ||||||
Balance, shares at Mar. 31, 2023 | 993,399,680 | ||||||
Balance, amount at Mar. 31, 2023 | 49,797 | $ 993,400 | 508,200 | 0 | (1,451,803) | 49,797 | 0 |
Balance, shares at Sep. 30, 2022 | 993,399,680 | ||||||
Balance, amount at Sep. 30, 2022 | 421,458 | $ 993,400 | 508,200 | 0 | (1,080,142) | 421,458 | 0 |
Net loss | (196,805) | (196,805) | (196,805) | ||||
Balance, shares at Dec. 31, 2022 | 993,399,680 | ||||||
Balance, amount at Dec. 31, 2022 | 224,653 | $ 993,400 | 508,200 | 0 | (1,276,947) | 224,653 | 0 |
Net loss | (174,856) | (174,856) | (174,856) | ||||
Balance, shares at Mar. 31, 2023 | 993,399,680 | ||||||
Balance, amount at Mar. 31, 2023 | 49,797 | $ 993,400 | 508,200 | 0 | (1,451,803) | 49,797 | 0 |
Balance, shares at Jun. 30, 2023 | 1,020,519,491 | ||||||
Balance, amount at Jun. 30, 2023 | 780,189 | $ 1,020,519 | 1,573,081 | 50,000 | (1,863,411) | 780,189 | 0 |
Net loss | (125,609) | $ 0 | 0 | 0 | (125,609) | (125,609) | |
Common stock sold for cash, shares | 6,208,752 | ||||||
Common stock sold for cash, amount | 200,000 | $ 6,209 | 243,791 | (50,000) | 200,000 | ||
Balance, shares at Sep. 30, 2023 | 1,026,728,243 | ||||||
Balance, amount at Sep. 30, 2023 | 854,580 | $ 1,026,728 | 1,816,872 | 0 | (1,989,020) | 854,580 | 0 |
Balance, shares at Jun. 30, 2023 | 1,020,519,491 | ||||||
Balance, amount at Jun. 30, 2023 | 780,189 | $ 1,020,519 | 1,573,081 | 50,000 | (1,863,411) | 780,189 | 0 |
Net loss | (906,842) | ||||||
Balance, shares at Mar. 31, 2024 | 1,054,150,003 | ||||||
Balance, amount at Mar. 31, 2024 | 1,715,352 | $ 1,054,150 | 3,371,058 | 0 | (2,760,978) | 1,664,230 | 51,122 |
Balance, shares at Sep. 30, 2023 | 1,026,728,243 | ||||||
Balance, amount at Sep. 30, 2023 | 854,580 | $ 1,026,728 | 1,816,872 | 0 | (1,989,020) | 854,580 | 0 |
Recapitalization, shares | 10,303,000 | ||||||
Recapitalization, amount | (247,295) | $ 10,303 | (257,598) | (247,295) | |||
Net loss | (581,255) | $ 0 | 0 | 0 | (580,013) | (580,013) | (1,242) |
Common stock sold for cash, shares | 46,920,750 | ||||||
Common stock sold for cash, amount | 1,889,300 | $ 46,921 | 1,842,379 | 1,889,300 | |||
Reclassification of noncontrolling interest, shares | (29,801,990) | ||||||
Reclassification of noncontrolling interest, amount | 0 | $ (29,802) | (30,595) | (60,397) | 60,397 | ||
Balance, shares at Dec. 31, 2023 | 1,054,150,003 | ||||||
Balance, amount at Dec. 31, 2023 | 1,915,330 | $ 1,054,150 | 3,371,058 | 0 | (2,569,033) | 1,856,175 | 59,155 |
Net loss | (199,978) | $ 0 | 0 | 0 | (191,945) | (191,945) | (8,033) |
Balance, shares at Mar. 31, 2024 | 1,054,150,003 | ||||||
Balance, amount at Mar. 31, 2024 | $ 1,715,352 | $ 1,054,150 | $ 3,371,058 | $ 0 | $ (2,760,978) | $ 1,664,230 | $ 51,122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (906,842) | $ (432,019) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 97,879 | 0 |
Amortization of right of use assets | 10,008 | 9,388 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 477,000 | 0 |
Inventory | (1,590,000) | 0 |
Accounts payable and accrued liabilities | (100,178) | 2,420 |
Right of use liabilities | (10,308) | (9,538) |
Net cash used in operating activities | (2,022,441) | (429,749) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | 0 | 0 |
Net cash provided by investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Repayment on notes payable | (74,500) | 0 |
Repayment of line of credit | (128,466) | 0 |
Proceeds from sale of common stock | 2,089,300 | 0 |
Net cash provided by financing activities | 1,886,334 | 0 |
Net change in cash | (136,107) | (429,749) |
Cash, at beginning of period | 278,756 | 434,831 |
Cash, at end of period | 142,649 | 5,082 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
NATURE OF BUSINESS AND GOING CO
NATURE OF BUSINESS AND GOING CONCERN | 9 Months Ended |
Mar. 31, 2024 | |
NATURE OF BUSINESS AND GOING CONCERN | |
NATURE OF BUSINESS AND GOING CONCERN | NOTE 1. NATURE OF BUSINESS AND GOING CONCERN On September 9, 2019 (commencement of operations), Healthcare Business Resources Inc. (“we”, “our”, the “Company”), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations. On October 18, 2023, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc . The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat from GenFlat stockholders who were a party to the Share Exchange Agreement in exchange for 1,043,847,000 shares of common stock of the Company. Additionally, 11,000,000 shares of outstanding Company common stock were canceled, resulting in 1,054,150,000 shares of common stock issued and outstanding as of the Closing Date. As a result of the closing of the Share Exchange Agreement, the Company discontinued all aspects of its health care consulting business, and the Company is now focused on developing the GenFlat business plan. GenFlat is a start-up company that developed a more sustainable collapsible marine container, replacing traditional standard marine containers. GenFlat plans to operate as a container sales and leasing company and supply GenFlat’s patented marine container primarily to shipping line customers under a variety of short and long-term lease structures. Further, in accordance with “reverse acquisition” accounting treatment, the historical financial statements of GenFlat as of period ends, and for periods ended, prior to the acquisition will become the historical financial statements of the Company in all future filings with the SEC, and our fiscal year end is now June 30. All prior period information presented within this filing is of GenFlat, Inc. historical operations. On June 18, 2021, we and HBR Sub, Inc., a Delaware corporation and our wholly owned subsidiary entered into and closed an Agreement and Plan of Merger (the “Merger Agreement”), with UserTech U.S. LLC, a Delaware limited liability company (“UPlus”) and UPlus Health, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UPlus (“UPlus Health”). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, HBR Sub, Inc. was merged with and into UPlus Health, with UPlus Health surviving the merger on the terms and subject to the conditions set forth in the Merger Agreement and certain ancillary agreements. This transaction closed on August 31, 2021. On March 18, 2024, The Company, UPLus and Uplus Health entered into a termination agreement to unwind this agreement, effective March 22, 2024. As a result, the 1,400,000 common stock warrants with an exercise price of $0.50 per share were cancelled, and 1,000,000 shares of common stock will be cancelled. In this filing, unless context requires otherwise, references to “we,” “our,” “us” and “our Company” refer to Healthcare Business Resources Inc., a Delaware corporation, and its subsidiaries: GenFlat, Inc, Collapsible Revolution, LLC, Sub Oceanic Genflat LLC. Liquidity and Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2024 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales. The Company also intends to raise funds through an equity offering to meet the capital requirements to manufacturer its products. However, there is no assurance of additional funding being available through these plans or other sources. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and nine months ended March 31, 2024, are not necessarily indicative of the final results that may be expected for the year ending June 30, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the GenFlat audited financial statements for the year ended June 30, 2023, included in Exhibit 99.3 to our Form 8-K/A filed with the SEC on February 2, 2024. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 8-K/A, have been omitted. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. Inventory Inventory consists of finished goods of collapsible marine shipping containers. Inventory is valued at cost, based on the average cost method, unless and until the net realizable value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to the net realizable value. As of March 31, 2024, inventory consists of finished goods of $1,590,000. As of March 31, 2024, and June 30, 2023, market values of all of our inventory were greater than cost, and accordingly, no such valuation allowance was recognized. Long-Lived Assets The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of March 31, 2024, no impairment was recorded. Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. Revenue is recognized based on the following five step model: · Identification of the contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation Basic and Diluted Loss Per Share In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive. Income Taxes The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of March 31, 2024, or June 30, 2023. Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Stock-Based Compensation Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: Expected Dividends Expected Volatility Risk-Free Interest Rate Expected Term. Stock Option Exercise Price and Grant Date Price of Common Stock The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. Research and Development Costs Research and development costs are expensed as incurred. Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update using the modified retrospective transition method and prior periods have not been restated. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements. |
INTANGIBLE ASSETS NET
INTANGIBLE ASSETS NET | 9 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS NET | |
INTANGIBLE ASSETS, NET | NOTE 3. INTANGIBLE ASSETS, NET On March 26, 2021, the Company acquired a group of patents related to the container design and functionality for a purchase price of $185,000. The Company paid $60,000 in cash and issued a $125,000 note payable for the transaction. The patents acquired are recognized as a long-lived intangible asset and are amortized over their estimated useful lives. The following table represents the balances of intangible assets as of March 31, 2024 and June 30, 2023: Estimated life March 31, 2024 June 30, 2023 Patent costs 5.75 years $ 186,300 $ 186,300 186,300 186,300 Accumulated Amortization (97,074 ) - Net Intangible $ 89,226 $ 186,300 During the nine months ended March 31, 2024, the Company recognized amortization expense of $97,074 on the intangible assets. |
LEASES
LEASES | 9 Months Ended |
Mar. 31, 2024 | |
LEASES | |
LEASES | NOTE 4. LEASES The Company maintains an operating lease for its office space. The lease has a remaining term of 10 months. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. The amount of right-of-use assets and lease liabilities were $11,652 and $11,468 as of March 31, 2024 and $8,011 and $8,127, respectively as of June 30, 2023. Aggregate lease expense for the nine months ended March 31, 2024, and 2023 was $10,500 and $10,650, respectively. Remaining Term in Operating Lease Years 2024 12,000 2025 - Total lease payments 12,000 Less: imputed interest (532 ) Present value of lease liability 11,468 0.83 |
DEBT
DEBT | 9 Months Ended |
Mar. 31, 2024 | |
DEBT | |
DEBT | NOTE 5. DEBT Senior Secured Convertible Credit Line On July 1, 2022, the Company entered a secured convertible note up to $100,000. The secured convertible note matures on July 1, 2023 and bears interest at 8% per annum. The convertible note is secured by 11,000,000 shares of the Company’s common stock held by the Company’s CEO. In the event of an event of default on the note, at the option of the holder, the note can be converted into shares of the Company’s common stock at the conversion price of $0.01 per share. On July 12, 2023, the Company amended the secured convertible note of $100,000 issued on July 1, 2022. The amended secured convertible note was increased to $150,000 and is due on January 1, 2024. Following the Share Exchange, the Company repaid and extinguished the secured convertible note and accrued interest in full as of March 31, 2024. Note Payable On March 26, 2021, the Company entered into a promissory note agreement with a third party for a total principal of $125,000. The Company will pay 2.5% per annum, compounded annually until the total principal is paid in full. The note has no maturity date and no default interest rate. During the period ended September 30, 2023, the Company repaid $74,500. As of March 31, 2024, and June 30, 2023, the balance owed on the note was $50,500 and $125,000, respectively. Accrued interest on the note was $8,348 and $7,201 as of March 31, 2024, and June 30, 2023. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS EQUITY | NOTE 6. STOCKHOLDERS’ EQUITY On September 8, 2023, the stockholders of Healthcare Business Resources Inc. approved an amendment (the “Amendment”) to Healthcare Business Resources Inc.’s Certificate of Incorporation to increase the total number of shares of common stock that it shall have authority to issue from 200,000,000 shares to 2,500,000,000 shares. The Amendment was filed with the Secretary of the State of Delaware and became effective on October 16, 2023. During the nine months ended March 31, 2024, prior to closing of the Share Exchange, GenFlat sold a total of 534,825 shares of its common stock in exchange for net cash proceeds of $2,139,300. GenFlat also returned $50,000 in cash to an investor who subscribed to shares during the year ended June 30, 2023. As a result of the Share Exchange, the Company recognized a noncontrolling interest related to the portion of GenFlat equity held by a shareholder not party to the Share Exchange agreement, representing 2.78% of outstanding GenFlat shares prior to the merger. On October 18, 2023, the Company entered into the Share Exchange Agreement with GenFlat and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat. Pursuant to the Share Exchange Agreement, all GenFlat shareholders who are parties to the Share Exchange Agreement will receive ninety eight percent (98%) of the issued and outstanding shares of common stock of the Company in exchange for their shares of GenFlat common stock on a pro rata basis. The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat from GenFlat stockholders who were a party to the Share Exchange Agreement in exchange for 1,043,847,000 shares of common stock of the Company. Additionally, 11,000,000 shares of outstanding Company common stock were canceled, resulting in 1,054,150,000 shares of common stock issued and outstanding as of the Closing Date. The Share Exchange was accounted for as a reverse acquisition under ASC 805 due to the change in voting control of the legal acquirer. GenFlat was determined to be the accounting acquirer. As a result of the transaction, the Company has presented the historical operations of GenFlat prior to the merger in its consolidated financial statements. The balance sheet of HBR at the date of the Share Exchange Agreement consisted of the following: Accounts payable $ 108,953 Accrued interest 9,877 Senior Secured Convertible Credit line 128,466 Total liabilities assumed $ 247,296 Subsequent to the closing of the Share Exchange, the Company repaid the Senior Secured Convertible Credit Line and accrued interest in full. As a result of the Share Exchange, the Company recognized a noncontrolling interest related to the portion of GenFlat equity held by a shareholder not party to the Share Exchange agreement, representing 2.78% of outstanding GenFlat shares prior to the merger. Incentive Stock Options The following table summarizes the stock option activity for the nine months ended March 31, 2024: Number of Weighted Average Exercise Price Options Per Share Outstanding at June 30, 2023 1,580,000 $ 0.57 Granted - - Exercised - - Forfeited and expired (810,000 ) 0.64 Outstanding at March 31, 2024 770,000 $ 0.50 As of March 31, 2024, there were 764,000 stock options exercisable. The outstanding stock options have a weighted average remaining term of 6.25 years and have no intrinsic value. Stock Warrants The following table summarizes the stock warrant activity for the nine months ended March 31, 2024: Number of Weighted Average Exercise Price Warrants Per Share Outstanding at June 30, 2023 1,400,000 $ 0.50 Granted - - Exercised - - Forfeited and expired (1,400,000 ) 0.50 Outstanding at March 31, 2024 - $ - The outstanding stock warrants have a weighted average remaining term of 0.5 years and no intrinsic value. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7. RELATED PARTY TRANSACTIONS From time to time, the Company’s CEO paid expenses on behalf of the Company. As of March 31, 2024, and June 30, 2023, the Company owed $8,731 in advances the Company’s CEO. The Company’s CEO receives $15,000 per month in consulting fees on a month-to-month basis. The Company’s Chief Operating Officer is a family member of the CEO and receives an annual salary of $150,000. In May 2022, Collapsible Revolution, LLC entered into a consulting agreement with an advisor for consulting services related to public market listing of the Company. The Company paid $20,000 in cash to the consultant and agreed to pay an additional $20,000 upon filing of a prospectus, $25,000 upon effectiveness of such prospectus, and $25,000 upon public listing of the Company’s shares of common stock. The Company also agreed to issue 10% of the outstanding common shares of the Company to the consultant. The consultant formed GenFlat, Inc. in July 2022, and was its sole officer and Director until the closing of a reverse merger. The consultant held 1,000,000 shares of common stock of the Company that were issued at par value upon formation of GenFlat. At the time of the reverse merger, the consultant resigned as a Director and Officer, and amended the consulting agreement to remove the equity consideration described above. The consultant was paid $70,000 as a transaction fee as a result of the Share Exchange between GenFlat and the Company. This consultant was also a shareholder of the Company, and the holder of the Senior Secured Line of Credit. The Company maintains an operating lease for its office space. The lease has a remaining term of 10 months. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. See Note 4. No member of management has benefited from the transactions with related parties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company cannot predict with certainty, however, the outcome or effect of any litigation, investigatory matters, or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Management has evaluated events through May 15, 2024, the date these financial statements were available for issuance, and determined there were no events requiring disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presantation | The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for interim unaudited financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. Operating results for the three and nine months ended March 31, 2024, are not necessarily indicative of the final results that may be expected for the year ending June 30, 2024. For more complete financial information, these unaudited financial statements should be read in conjunction with the GenFlat audited financial statements for the year ended June 30, 2023, included in Exhibit 99.3 to our Form 8-K/A filed with the SEC on February 2, 2024. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 8-K/A, have been omitted. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash equivalents | Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less. |
Inventory | Inventory consists of finished goods of collapsible marine shipping containers. Inventory is valued at cost, based on the average cost method, unless and until the net realizable value for the inventory is lower than cost, in which case an allowance is established to reduce the valuation to the net realizable value. As of March 31, 2024, inventory consists of finished goods of $1,590,000. As of March 31, 2024, and June 30, 2023, market values of all of our inventory were greater than cost, and accordingly, no such valuation allowance was recognized. |
Long-Lived Assets | The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. |
Impairment of Long-lived Assets | Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of March 31, 2024, no impairment was recorded. |
Revenue Recognition | The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. Revenue is recognized based on the following five step model: · Identification of the contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation |
Basic and Diluted Loss Per Share | In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive. |
Income Taxes | The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits of uncertain tax positions are recorded only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty (if applicable) in such excess. The Company has no uncertain tax positions as of March 31, 2024, or June 30, 2023. |
Fair Value of Financial Instruments | The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Stock-Based Compensation | Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: Expected Dividends Expected Volatility Risk-Free Interest Rate Expected Term. Stock Option Exercise Price and Grant Date Price of Common Stock The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. |
Research and Development Costs | Research and development costs are expensed as incurred. |
Leases | In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update using the modified retrospective transition method and prior periods have not been restated. |
Recent Accounting Pronouncements | The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements. |
INTANGIBLE ASSETS NET (Tables)
INTANGIBLE ASSETS NET (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS NET | |
Schedule of intangible assets | Estimated life March 31, 2024 June 30, 2023 Patent costs 5.75 years $ 186,300 $ 186,300 186,300 186,300 Accumulated Amortization (97,074 ) - Net Intangible $ 89,226 $ 186,300 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
LEASES | |
Schedule of lease expense | Remaining Term in Operating Lease Years 2024 12,000 2025 - Total lease payments 12,000 Less: imputed interest (532 ) Present value of lease liability 11,468 0.83 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS EQUITY | |
Schedule of total liabilities assumed | Accounts payable $ 108,953 Accrued interest 9,877 Senior Secured Convertible Credit line 128,466 Total liabilities assumed $ 247,296 |
Schedule of stock option activity | Number of Weighted Average Exercise Price Options Per Share Outstanding at June 30, 2023 1,580,000 $ 0.57 Granted - - Exercised - - Forfeited and expired (810,000 ) 0.64 Outstanding at March 31, 2024 770,000 $ 0.50 |
Schedule of stock warrant activity | Number of Weighted Average Exercise Price Warrants Per Share Outstanding at June 30, 2023 1,400,000 $ 0.50 Granted - - Exercised - - Forfeited and expired (1,400,000 ) 0.50 Outstanding at March 31, 2024 - $ - |
NATURE OF BUSINESS AND GOING _2
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - shares | 1 Months Ended | |||||
Mar. 18, 2024 | Dec. 20, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 18, 2023 | Jun. 30, 2023 | |
Shares of common stock outstanding | 1,054,150,000 | 1,054,150,003 | 1,054,150,000 | 1,020,519,491 | ||
Exchange shares of common stock | 1,043,847,000 | |||||
Shares of common stock issued | 1,054,150,000 | 1,054,150,003 | 1,020,519,491 | |||
Shares of common stock canceled | 11,000,000 | |||||
Ownership percentage | 97.10% | |||||
Termination agreement | the 1,400,000 common stock warrants with an exercise price of $0.50 per share were cancelled, and 1,000,000 shares of common stock | |||||
Share Exchange Agreement [Member] | ||||||
Shares of common stock outstanding | 1,054,150,000 | |||||
Exchange shares of common stock | 1,043,847,000 | |||||
Shares of common stock issued | 1,054,150,000 | |||||
Shares of common stock canceled | 11,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Inventory | $ 1,590,000 | $ 0 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | |
INTANGIBLE ASSETS NET | ||
Patent costs | $ 186,300 | $ 186,300 |
Total Patent costs | 186,300 | 186,300 |
Accumulated Amortization | (97,074) | 0 |
Net Intangible | $ 89,226 | $ 186,300 |
Estimated lifes | 5 years 9 months |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2024 | Jun. 30, 2023 | Mar. 26, 2021 | |
INTANGIBLE ASSETS NET | |||
Purchase price | $ 185,000 | ||
Amortization expense | $ 97,074 | ||
Cash paid | 60,000 | ||
Note payable issued | $ 50,500 | $ 125,000 | $ 125,000 |
LEASE (Details)
LEASE (Details) | 9 Months Ended |
Mar. 31, 2024 USD ($) | |
Estimated life | 9 months 29 days |
Opearting Lease [Member] | |
2024 | $ 12,000 |
2025 | 0 |
Less: imputed interest | (532) |
Total lease payments | 12,000 |
Present value of lease liability | $ 11,468 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
LEASES | |||
Operating Right-of-use assets | $ 11,652 | $ 8,011 | |
Lease liabilities | $ 11,468 | $ 8,127 | |
Remaining term | 10 months | ||
Desription of operating lease | The Company maintains an operating lease for its office space | ||
Lease expense | $ 10,500 | $ 10,650 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Jul. 02, 2022 | Dec. 20, 2023 | Mar. 26, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Shares of common stock canceled | 11,000,000 | |||||
Convertible notes payble | $ 100,000 | |||||
Secured convertible note increased | $ 150,000 | |||||
Principal amount | $ 125,000 | |||||
Repayments of Notes Payable | 74,500 | $ 0 | ||||
Third Party Promissory Note [Member] | ||||||
Principal amount | $ 125,000 | |||||
Interest rate | 8% | 2.50% | ||||
Debt istrument, accrued interest | 8,348 | $ 7,201 | ||||
Notes payable, balance | $ 50,500 | $ 125,000 | ||||
Conversion price | $ 0.01 | |||||
Repayments of Notes Payable | $ 74,500 | |||||
CEO [Member] | ||||||
Shares of common stock canceled | 11,000,000 | |||||
Convertible note | $ 100,000 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) | Mar. 31, 2024 USD ($) |
STOCKHOLDERS EQUITY | |
Accounts payable | $ 108,953 |
Accrued interest | 9,877 |
Senior secured convertible credit line | 128,466 |
Total liabilities assumed | $ 247,296 |
STOCKHOLDERS EQUITY (Details 1)
STOCKHOLDERS EQUITY (Details 1) | 9 Months Ended |
Mar. 31, 2024 $ / shares shares | |
STOCKHOLDERS EQUITY | |
Weighted average exercise price outstanding, beginning | $ 0.57 |
Weighted average exercise price outstanding, ending | 0.50 |
Weighted average exercise price granted | 0 |
Weighted average exercise price exercised | 0 |
Weighted average exercise price forfeited and expired | $ 0.64 |
Number of options forfeited and expired | shares | (810,000) |
Options outstanding, ending | shares | 770,000 |
Options outstanding, beginning | shares | 1,580,000 |
STOCKHOLDERS EQUITY (Details 2)
STOCKHOLDERS EQUITY (Details 2) | 9 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Weighted average exercise price Per share, granted | $ 0 |
Weighted average exercise price per share , exercised | $ 0 |
Number of options forfeited and expired | shares | (810,000) |
Warrant [Member] | |
Weighted average exercise price Per share, granted | $ 0 |
Weighted average exercise price per share , exercised | $ 0 |
Warrant outstanding, beginning | shares | 1,400,000 |
Number of options forfeited and expired | shares | (1,400,000) |
Weighted average exercise price outstanding, beginning | $ 0.50 |
Weighted average exercise price outstanding, forfeited and expired | 0.50 |
Weighted average exercise price outstanding, ending | $ 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 20, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Oct. 18, 2023 | |
Shares of common stock sold | 534,825 | ||||
Ownership percentage | 97.10% | ||||
Shares of common stock canceled | 11,000,000 | ||||
Shares of common stock issued | 1,054,150,000 | 1,054,150,003 | 1,020,519,491 | ||
Exchange shares of common stock | 1,043,847,000 | ||||
Weighted average remaining term | 6 years 3 months | ||||
Description related to issue of share | it shall have authority to issue from 200,000,000 shares to 2,500,000,000 shares | ||||
Cash proceed | $ 2,139,300 | ||||
Cash returned to an investor | $ 50,000 | ||||
Shares of common stock outstanding | 1,054,150,000 | 1,054,150,003 | 1,020,519,491 | 1,054,150,000 | |
Company acquisiton percentage | 97.22% | 10% | 2.78% | ||
Stock options exercisable | 764,000 | ||||
Stock Warrants [Member] | |||||
Weighted average remaining term | 6 months |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |||
May 11, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 20, 2023 | |
RELATED PARTY TRANSACTIONS | ||||
Consulting fees | $ 15,000 | |||
Annual salary | 150,000 | |||
Transaction fee | $ 70,000 | |||
Company acquisiton percentage | 10% | 2.78% | 97.22% | |
Advances from related party | $ 8,731 | |||
Debt instrument descriptions | The Company paid $20,000 in cash to the consultant and agreed to pay an additional $20,000 upon filing of a prospectus, $25,000 upon effectiveness of such prospectus, and $25,000 upon public listing of the Company’s shares of common stock | |||
Common stock shares | 1,000,000 |