Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | Jul. 03, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | TEGO CYBER INC. | |
Entity Central Index Key | 0001815632 | |
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 | No | |
Document Period End Date | Mar. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 46,443,282 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56370 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 84-2678167 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 8565 South Eastern Avenue | |
Entity Address Address Line 2 | Suite 150 | |
Entity Address City Or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89123 | |
City Area Code | 855 | |
Local Phone Number | 939-0100 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Current assets | ||
Cash | $ 156,373 | $ 47,742 |
Accounts receivable | 0 | 1,150 |
Prepaid expenses (Note 5) | 52,491 | 66,118 |
Total current assets | 208,864 | 115,010 |
Computer equipment, net | 0 | 3,207 |
Software (Note 6) | 597,628 | 411,122 |
TOTAL ASSETS | 806,492 | 529,339 |
Current Liabilities | ||
Accounts payable & accrued liabilities (Note 7) | 83,758 | 66,066 |
Notes payable, net (Note 9) | 865,000 | 0 |
Total current liabilities | 948,758 | 66,066 |
TOTAL LIABILITIES | 948,758 | 66,066 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common shares 100,000,000 shares authorized $0.001 par value 41,264,710 shares issued and outstanding at March 31, 2023 and 25,508,044 shares at June 30, 2022 | 41,265 | 25,508 |
Additional paid in capital | 11,464,388 | 4,586,049 |
Accumulated deficit | (11,647,919) | (4,148,284) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | (142,266) | 463,273 |
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT) | $ 806,492 | $ 529,339 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Jun. 30, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 41,264,710 | 25,508,044 |
Common stock, outstanding | 41,264,710 | 25,508,044 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | ||||
Consulting services | $ 0 | $ 0 | $ 0 | $ 1,050 |
Subscription services | 0 | 2,500 | 0 | 2,500 |
TOTAL REVENUE | 0 | 2,500 | 0 | 3,550 |
OPERATING EXPENSES | ||||
General & administrative | 2,178,610 | 788,933 | 3,863,450 | 1,375,661 |
Professional fees | 379,264 | 115,376 | 532,444 | 409,515 |
Advertising & promotion | 69,228 | 30,407 | 305,416 | 120,690 |
TOTAL OPERATING EXPENSES | 2,627,102 | 934,716 | 4,701,310 | 1,905,866 |
NET OPERATING LOSS | (2,627,102) | (932,216) | (4,701,310) | (1,902,316) |
OTHER INCOME (EXPENSE) | ||||
Accretion expense | (146,461) | 0 | (682,812) | (66,132) |
Interest expense | (29,990) | 0 | (64,709) | 0 |
Financing fees | (2,050,804) | 0 | (2,050,804) | 0 |
TOTAL OTHER INCOME (EXPENSE) | (2,227,255) | 0 | (2,798,325) | (66,132) |
NET LOSS | $ (4,854,357) | $ (932,216) | $ (7,499,635) | $ (1,968,448) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.14) | $ (0.05) | $ (0.26) | $ (0.09) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 34,355,914 | 19,412,280 | 29,296,426 | 22,440,139 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit |
Balance, shares at Jun. 30, 2021 | 18,296,511 | ||||
Balance, amount at Jun. 30, 2021 | $ 728,046 | $ 18,297 | $ 1,720,631 | $ (10,500) | $ (1,000,382) |
Shares issued for cash, shares | 5,558,810 | ||||
Shares issued for cash, amount | 1,425,202 | $ 5,559 | 1,409,143 | 10,500 | 0 |
Shares issued for services, shares | 179,550 | ||||
Shares issued for services, amount | 132,758 | $ 180 | 132,578 | 0 | |
Shares issued for settlement of debt, shares | 937,151 | ||||
Shares issued for settlement of debt, amount | 93,715 | $ 937 | 92,778 | ||
Shares issued as prepaid expenses, shares | 136,022 | ||||
Shares issued as prepaid expenses, amount | 94,692 | $ 135 | 94,557 | 0 | |
Share-baes compensation | 447,147 | 0 | 447,147 | 0 | |
Net loss | (1,968,448) | $ 0 | 0 | (1,968,448) | |
Balance, shares at Mar. 31, 2022 | 25,108,044 | ||||
Balance, amount at Mar. 31, 2022 | 953,112 | $ 25,108 | 3,896,834 | 0 | (2,968,830) |
Balance, shares at Dec. 31, 2021 | 24,996,044 | ||||
Balance, amount at Dec. 31, 2021 | 1,365,981 | $ 24,996 | 3,377,599 | 0 | (2,036,614) |
Shares issued for services, shares | 112,000 | ||||
Shares issued for services, amount | 72,200 | $ 112 | 72,088 | 0 | |
Share-baes compensation | 0 | 447,147 | |||
Net loss | (1,968,448) | $ 0 | 0 | (932,216) | |
Balance, shares at Mar. 31, 2022 | 25,108,044 | ||||
Balance, amount at Mar. 31, 2022 | 953,112 | $ 25,108 | 3,896,834 | 0 | (2,968,830) |
Balance, shares at Jun. 30, 2022 | 25,508,044 | ||||
Balance, amount at Jun. 30, 2022 | 463,273 | $ 25,508 | 4,586,049 | 0 | (4,148,284) |
Shares issued for cash, shares | 45,000 | ||||
Shares issued for cash, amount | 9,000 | $ 45 | 8,955 | 0 | |
Shares issued for services, shares | 3,775,000 | ||||
Shares issued for services, amount | 1,937,500 | $ 3,775 | 1,933,725 | 0 | |
Share-baes compensation | 1,536,980 | 0 | 1,536,980 | 0 | |
Net loss | (7,499,635) | $ 0 | 0 | (7,499,635) | |
Shares issued as transaction costs for notes payable, shares | 3,766,666 | ||||
Shares issued as transaction costs for notes payable, amount | 456,372 | $ 3,767 | 452,605 | 0 | |
Shares issued from private placements, shares | 8,170,000 | ||||
Shares issued from private placements, amount | 817,000 | $ 8,170 | 808,830 | 0 | |
Warrants issued with promissory notes | 2,137,244 | $ 0 | 2,137,244 | 0 | |
Balance, shares at Mar. 31, 2023 | 41,264,710 | ||||
Balance, amount at Mar. 31, 2023 | (142,266) | $ 41,265 | 11,464,388 | 0 | (11,647,919) |
Balance, shares at Dec. 31, 2022 | 27,816,377 | ||||
Balance, amount at Dec. 31, 2022 | (245,765) | $ 27,816 | 6,519,981 | 0 | (6,793,562) |
Shares issued for cash, shares | 45,000 | ||||
Shares issued for cash, amount | 9,000 | $ 45 | 8,955 | 0 | |
Shares issued for services, shares | 3,500,000 | ||||
Shares issued for services, amount | 1,800,000 | $ 3,500 | 1,796,500 | 0 | |
Share-baes compensation | 331,051 | 0 | 331,051 | 0 | |
Net loss | (4,854,357) | $ 0 | 0 | (4,854,357) | |
Shares issued as transaction costs for notes payable, shares | 2,233,333 | ||||
Shares issued as transaction costs for notes payable, amount | 223,354 | $ 2,234 | 221,120 | 0 | |
Shares issued from private placements, shares | 7,670,000 | ||||
Shares issued from private placements, amount | 767,000 | $ 7,670 | 759,330 | 0 | |
Warrants issued with promissory notes | 1,827,451 | $ 0 | 1,827,451 | 0 | |
Balance, shares at Mar. 31, 2023 | 41,264,710 | ||||
Balance, amount at Mar. 31, 2023 | $ (142,266) | $ 41,265 | $ 11,464,388 | $ 0 | $ (11,647,919) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (7,499,635) | $ (1,968,448) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Shares issued for services | 1,937,500 | 132,757 |
Interest on short term debt | 29,990 | 4,962 |
Amortization and depreciation | 60,852 | 1,562 |
Accretion expense | 0 | 66,132 |
Amortization of debt discount | 682,812 | 0 |
Share-based compensation | 1,536,980 | 447,147 |
Financing fees in settlement of default | 2,050,804 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,150 | 300 |
Prepaid expenses | 13,627 | 70,057 |
Accounts payable and accrued liabilities | 26,692 | 8,265 |
NET CASH USED IN OPERATING ACTIVITIES | (1,189,218) | (1,237,266) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Computer equipment | 0 | (4,501) |
Software | (244,151) | (243,650) |
NET CASH USED IN INVESTING ACTIVITIES | (244,151) | (248,151) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from shares issued | 0 | 1,425,202 |
Proceeds from private placements | 817,000 | 0 |
Cash received from issuance of notes payable | 725,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,542,000 | 1,425,202 |
NET INCREASE (DECREASE) IN CASH | 108,631 | (60,215) |
CASH AT BEGINNING OF THE PERIOD | 47,742 | 583,015 |
CASH AT END OF THE PERIOD | 156,373 | 522,800 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION | ||
Cash paid for interest | 29,990 | 0 |
Income taxes | 0 | 0 |
NON-CASH TRANSACTIONS | ||
Shares issued for prepaid expenses | 0 | 94,692 |
Shares issued as transaction costs with notes payable | $ 456,372 | $ 0 |
Shares issued for debts | 9,000 | 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Tego Cyber Inc. (the “Company”) was incorporated in the State of Nevada on September 6, 2019. It was created to capitalize on the emerging cyber threat intelligence market and has developed a state-of-the-art cyber threat intelligence application that enriches threat data to help enterprises identify cyber threats within their environments. Tego Guardian is a proactive intelligent cyberthreat hunting tool that gives enterprises the ability to quickly track threats throughout their networks, mapping out exposures and expediting remediation. Tego Guardian integrates with the widely used Splunk Security Information and Event Management (SIEM) platform. Tego Guardian is a Splunk approved app and available for download through Splunk’s marketplace. The Company plans on developing future versions of Tego Guardian for integration with other established SIEM systems and platforms including: Elastic, IBM QRadar, AT&T AlienVault, Exabeam, and Google Chronical. The Company’s head office is at 8565 S. Eastern Ave. #150, Las Vegas, Nevada, 89123. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 9 Months Ended |
Mar. 31, 2023 | |
GOING CONCERN UNCERTAINTY | |
GOING CONCERN UNCERTAINTY | NOTE 2 – GOING CONCERN UNCERTAINTY Going Concern The accompanying 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 the business. The Company has incurred material losses from operations and has an accumulated deficit. As at March 31, 2023, the Company had a negative working capital of $739,894. For the nine months ended March 31, 2023, the Company sustained net losses and generated negative cash flows from operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. These adjustments could be material and may cause substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to earn adequate revenues from operations and to obtain additional financing. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2023, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended June 30, 2022. Use of Estimates In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. As at March 31, 2023, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality. With respect to accounts receivable, the Company extended credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary. Cash Cash consists of cash held at major financial institutions and is subject to insignificant risk of changes in value. Receivables and Allowance for Doubtful Accounts Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the nine-month period ended March 31, 2023 and the year ended June 30, 2022, based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of March 31, 2023 and June 30, 2022, there was no allowance for doubtful accounts and the Company does not have any off-balance-sheet credit exposure related to its customers. Software Software is stated at cost less accumulated amortization and is amortized using the straight-line method over the estimated useful life of the asset. The estimated useful life of the asset is 5 years. As at March 31, 2023, the software is deemed to be feasible and therefore, amortization had been recognized for the period then ended. Leases The Company determines if an arrangement is a lease at inception. Operating and financing right-of-use assets and lease liabilities are included on the balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and amortization of the right-of-use asset. The lease terms may include options to extend or terminate the lease is it is reasonably certain the Company will exercise that option. The Company leases its corporate office located at 8565 S. Eastern Ave. #150, Las Vegas, Nevada. The initial lease term is for 12 months commencing on September 8, 2019 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice. The Company has elected the short-term lease practical expedient of 12 months and has not recorded a lease. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices 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. For cash, accounts receivable, accounts payable and accrued liabilities and due to related parties, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. Estimating fair value for warrants require determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate requires determining the most appropriate inputs to the valuation model including the expected life of the warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. Revenue Recognition Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers The Company currently has not generated any revenue from its threat intelligence software. Research and Development Research and development costs are expensed as incurred. During the nine months ended March 31, 2023 and 2022, the Company did not have any research and development costs. Advertising and Promotion Advertising and promotion costs are expensed as incurred. During the nine months ended March 31, 2023 and 2022, the Company advertising and promotional costs of $304,416 and $120,690. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 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. Valuation allowances are 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. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities. Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings (loss) per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings (loss) per share. Recently Issued Accounting Pronouncements Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Mar. 31, 2023 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES Prepaid expense balance as of March 31, 2023 and June 30, 2022 consisted of the following: March 31, 2023 June 30, 2022 Advertising & promotion $ - $ 5,499 Consultants & contractors - 5,301 Platform costs 4,991 30,318 Software development 47,500 25,000 Total $ 52,491 $ 66,118 |
SOFTWARE
SOFTWARE | 9 Months Ended |
Mar. 31, 2023 | |
SOFTWARE | |
SOFTWARE | NOTE 5 – SOFTWARE The Company has completed the first version of its software for integration with the Splunk Security Information and Event Management (SIEM) platform. The Company is currently developing versions of its software for integration with AWS Security Lake and Elastic SIEM. Balance, June 30, 2021 $ 75,750 Additions 335,372 Amortization - Balance, June 30, 2022 $ 411,122 Additions 244,151 Amortization (57,645 ) Balance, March 31, 2023 $ 597,628 As at March 31, 2023, the first version of the software is deemed to be feasible and therefore, amortization had been recognized for the period then ended. |
ACCOUNTS PAYABLE ACCRUED LIABIL
ACCOUNTS PAYABLE ACCRUED LIABILITIES | 9 Months Ended |
Mar. 31, 2023 | |
ACCOUNTS PAYABLE ACCRUED LIABILITIES | |
ACCOUNTS PAYABLE & ACCRUED LIABILITIES | NOTE 6 – ACCOUNTS PAYABLE & ACCRUED LIABILITIES Accounts payable & accrued liabilities balance as of March 31, 2023 and June 30, 2022 consisted of the following: March 31, 2023 June 30, 2022 Advertising & promotion $ 15,000 $ - Exchange & listing fees 3,000 23,247 Legal & accounting 28,131 - Software development 0 42,819 Accrued interest 627 - Share-based compensation payable (cancellation) 37,000 Total $ 83,758 $ 66,066 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Related parties are natural persons or other entities that have the ability, directly, or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Shannon Wilkinson, Director, CEO, President, Secretary and Treasurer of the Company for management fees of $Nil (March 31, 2022 - $66,500) and gross wages of $90,000 (March 31, 2022 - $34,909). During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Earl Johnson, Chief Financial Officer of the Company for gross wages of $27,000 (March 31, 2022 - $Nil). During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Chris White, Director and Chief Information Security Officer of the Company for management fees of $Nil (March 31, 2023 - $12,500) and gross wages of $20,000 (March 31, 2022 - $24,620). During the nine-month period ended March 31, 2023, there were transactions incurred between the Company and Troy Wilkinson, Director of the Company for management fees of $57,000 (March 31, 2022 - $107,500). |
NOTES PAYABLE (convertible only
NOTES PAYABLE (convertible only at default) | 9 Months Ended |
Mar. 31, 2023 | |
NOTES PAYABLE (convertible only at default) | |
NOTES PAYABLE (convertible only at default) | NOTE 8 – NOTES PAYABLE (convertible only at default) (a) On July 12, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a note payable in the principal amount of $300,000 at $270,000 with a $30,000 original issue discount. In connection with this note, the Company paid an additional $27,500 in cash transaction costs, issued 350,000 common shares valued at $175,000 in transaction costs, and issued 500,000 warrants exercisable at $0.25 per share, expiring on July 12, 2027. The warrants were calculated to have a fair value of $215,638 as at July 12, 2022. This note payable is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly. On January 11, 2023, the Company and the lender agreed to extend the maturity date to July 12, 2023 and increase the interest rate to 15% while the remaining terms stayed unchanged. Under ASC 470-50 Debt – Modifications and Extinguishments (“ASC 470-50”), the Company assessed whether the modified terms had resulted in a change that was substantial from the original agreement. ASC 470-50 requires to assess if an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. Since the difference was less than 10 percent, the extension of the maturity date and the increase in the interest rate were considered to be modifications of the original debt instrument. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. The proceeds were allocated between the note payable, warrants and shares issued on a relative fair value basis. The fair value of the note payable was calculated using the present value of the debt and related interest at 12% incremental borrowing rate as the discount rate. The warrants were valued using the Black Scholes Option Pricing Model (Note 10) and the shares issued were allocated proportionately for issuance cost for liability and equity portions under ASC 470-20 Debt with Conversion and Other Options. The shares are valued based on a relative fair market value of the shares on the issuance date. In connection with the notes, the Company issued warrants indexed to an aggregate 500,000 shares of common stock. The warrants have a term of five years and an exercise price of $0.25. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $93,740. The Company also agreed to pay a commitment fee of $175,000 by issuing that number of shares of the Company’s common stock equal to such amount, aggregating to a total of 350,000 common shares of the Company. Under ASC 835 Debt Issuance Costs, the Company recognized the commitment fee as incremental costs specifically attributable to issuing the promissory note, while the commitment fee share were recorded in additional paid-in capital under their aggregate relative fair value of $76,074. As at March 31, 2023, the carrying value of this note payable was $292,088 (March 31, 2022 - $Nil) net of $7,912 unamortized discounts. (b) On July 15, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a note payable in the principal amount of $150,000 at $135,000 with $15,000 original issue discount. In connection with this note, the Company paid an additional $11,250 in cash transaction costs, issued 175,000 common shares valued at $87,500 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on July 15, 2027. The warrants were calculated to have a fair value of $107,848 as at July 15, 2022 . This promissory note is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly. On January 11, 2023, the Company and the lender agreed to extend the maturity date to July 12, 2023 and increase the interest rate to 15% while the remaining terms stayed unchanged. Under ASC 470-50 Debt – Modifications and Extinguishments (“ASC 470-50”), the Company assessed whether the modified terms had resulted in a change that was substantial from the original agreement. ASC 470-50 requires to assess if an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. Since the difference was less than 10 percent, the extension of the maturity date and the increase in the interest rate were considered to be modifications of the original debt instrument. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. The proceeds were allocated between the note payable, warrants and shares issued on a relative fair value basis. The fair value of the note payable was calculated using the present value of the debt and related interest at 12% incremental borrowing rate as the discount rate. The warrants were valued using the Black Scholes Option Pricing Model (Note 10) and the shares issued were allocated proportionately for issuance cost for liability and equity portions under ASC 470-20 Debt with Conversion and Other Options. The shares are valued based on a fair market value of the shares on the issuance date. In connection with the notes, the Company issued warrants indexed to an aggregate 250,000 shares of common stock. The warrants have a term of five years and an exercise price of $0.25. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $46,878. The Company also agreed to pay a commitment fee of $87,500 by issuing that number of shares of the Company’s common stock equal to such amount, aggregating to a total of 175,000 common shares of the Company. Under ASC 835 Debt Issuance Costs, the Company recognized the commitment fee as incremental costs specifically attributable to issuing the promissory note, while the commitment fee share were recorded in additional paid-in capital under their aggregate relative fair value of $38,033. As at March 31, 2023, the carrying value of this note payable was $146,067 (March 31, 2022 - $Nil) net of $3,933 unamortized discounts. (c) On July 18, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a note payable e in the principal amount of $150,000 at $135,000 with $15,000 original issue discount. In connection with this note, the Company paid an additional $11,250 in cash transaction costs, issued 175,000 common shares valued at $87,500 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on July 18, 2027. The warrants were calculated to have a fair value of $107,830 as at July 18, 2022. This note payable is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly. On January 11, 2023, the Company and the lender agreed to extend the maturity date to July 12, 2023 and increase the interest rate to 15% while the remaining terms stayed unchanged. Under ASC 470-50 Debt – Modifications and Extinguishments (“ASC 470-50”), the Company assessed whether the modified terms had resulted in a change that was substantial from the original agreement. ASC 470-50 requires to assess if an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. Since the difference was less than 10 percent, the extension of the maturity date and the increase in the interest rate were considered to be modifications of the original debt instrument. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. The proceeds were allocated between the note payable, warrants and shares issued on a relative fair value basis. The fair value of the note payable was calculated using the present value of the debt and related interest at 12% incremental borrowing rate as the discount rate. The warrants were valued using the Black Scholes Option Pricing Model (Note 10) and the shares issued were allocated proportionately for issuance cost for liability and equity portions under ASC 470-20 Debt with Conversion and Other Options. The shares are valued based on a fair market value of the shares on the issuance date. In connection with the notes, the Company issued warrants indexed to an aggregate 250,000 shares of common stock. The warrants have a term of five years and an exercise price of $0.25. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $46,871. The Company also agreed to pay a commitment fee of $87,500 by issuing that number of shares of the Company’s common stock equal to such amount, aggregating to a total of 175,000 common shares of the Company. Under ASC 835 Debt Issuance Costs, the Company recognized the commitment fee as incremental costs specifically attributable to issuing the promissory note, while the commitment fee share were recorded in additional paid-in capital under their aggregate relative fair value of $38,034. As at March 31, 2023, the carrying value of this note payable was $146,001 (March 31, 2022 - $Nil) net of $3,999 unamortized discounts. (d) On October 13, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a note payable in the principal amount of $150,000 at $135,000 with a $15,000 original issue discount. In connection with this note, the Company paid an additional $23,750 in cash transaction costs, issued 41,667 common shares valued at $125,000 in transaction costs, and issued 500,000 warrants exercisable at $0.25 per share, expiring on October 12, 2027. The warrants were calculated to have a fair value of $183,950 as at October 13, 2022. This note payable matures on April 13, 2023, is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. The proceeds were allocated between the note payable, warrants and shares issued on a relative fair value basis. The fair value of the note payable was calculated using the present value of the debt and related interest at 15% incremental borrowing rate as the discount rate. The warrants were valued using the Black Scholes Option Pricing Model (Note 10) and the shares issued were allocated proportionately for issuance cost for liability and equity portions under ASC 470-20 Debt with Conversion and Other Options. The shares are valued based on a relative fair market value of the shares on the issuance date. In connection with the notes, the Company issued warrants indexed to an aggregate 500,000 shares of common stock. The warrants have a term of five years and an exercise price of $0.25. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $93,740. The Company also agreed to pay a commitment fee of $125,000 by issuing that number of shares of the Company’s common stock equal to such amount, aggregating to a total of 416,667 common shares of the Company. Under ASC 835 Debt Issuance Costs, the Company recognized the commitment fee as incremental costs specifically attributable to issuing the promissory note, while the commitment fee share were recorded in additional paid-in capital under their aggregate relative fair value of $40,448. As at March 31, 2023, the carrying value of this note payable was $139,976 (March 31, 2022 - $Nil) net of $10,024 unamortized discounts. (e) On October 13, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a note payable in the principal amount of $75,000 at $67,500 with $7,500 original issue discount. In connection with this note, the Company paid an additional $5,625 in cash transaction costs, issued 208,333 common shares valued at $62,500 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on October 12, 2027. The warrants were calculated to have a fair value of $94,475 as at October 13, 2022. This promissory note matures on April 13 2023, is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. The proceeds were allocated between the note payable, warrants and shares issued on a relative fair value basis. The fair value of the note payable was calculated using the present value of the debt and related interest at 15% incremental borrowing rate as the discount rate. The warrants were valued using the Black Scholes Option Pricing Model (Note 10) and the shares issued were allocated proportionately for issuance cost for liability and equity portions under ASC 470-20 Debt with Conversion and Other Options. The shares are valued based on a fair market value of the shares on the issuance date. In connection with the notes, the Company issued warrants indexed to an aggregate 250,000 shares of common stock. The warrants have a term of five years and an exercise price of $0.25. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $30,571. The Company also agreed to pay a commitment fee of $62,500 by issuing that number of shares of the Company’s common stock equal to such amount, aggregating to a total of 208,333 common shares of the Company. Under ASC 835 Debt Issuance Costs, the Company recognized the commitment fee as incremental costs specifically attributable to issuing the promissory note, while the commitment fee share were recorded in additional paid-in capital under their aggregate relative fair value of $20,224. As at March 31, 2023, the carrying value of this note payable was $70,434 (March 31, 2022 - $Nil) net of $4,566 unamortized discounts. (f) On October 13, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a note payable in the principal amount of $75,000 at $67,500 with $7,500 original issue discount. In connection with this note, the Company paid an additional $5,625 in cash transaction costs, issued 208,333 common shares valued at $62,500 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on October 12, 2027. The warrants were calculated to have a fair value of $94,475 as at October 13, 2022. This promissory note matures on April 13, 2023, is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly. The Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the embedded terms required bifurcation and liability classification. The proceeds were allocated between the note payable, warrants and shares issued on a relative fair value basis. The fair value of the note payable was calculated using the present value of the debt and related interest at 15% incremental borrowing rate as the discount rate. The warrants were valued using the Black Scholes Option Pricing Model (Note 10) and the shares issued were allocated proportionately for issuance cost for liability and equity portions under ASC 470-20 Debt with Conversion and Other Options. The shares are valued based on a fair market value of the shares on the issuance date. In connection with the notes, the Company issued warrants indexed to an aggregate 250,000 shares of common stock. The warrants have a term of five years and an exercise price of $0.25. The Company evaluated the warrants under ASC 815 Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair value of $30,571. The Company also agreed to pay a commitment fee of $62,500 by issuing that number of shares of the Company’s common stock equal to such amount, aggregating to a total of 208,333 common shares of the Company. Under ASC 835 Debt Issuance Costs, the Company recognized the commitment fee as incremental costs specifically attributable to issuing the promissory note, while the commitment fee share were recorded in additional paid-in capital under their aggregate relative fair value of $20,224. As at March 31, 2023, the carrying value of this note payable was $70,434 (March 31, 2022 - $Nil) net of $4,566 unamortized discounts. |
COMMON SHARES
COMMON SHARES | 9 Months Ended |
Mar. 31, 2023 | |
COMMON SHARES | |
COMMON SHARES | NOTE 9 – COMMON SHARES Common Stock As at March 31, 2023, the Company’s authorized capital consisted of 50,000,000 of common shares with a par value of $0.001 During the nine-month period ended March 31, 2023, the Company incurred the following transactions: On July 12, 2022, the Company issued 350,000 common shares at a relative fair value of $0.22 per share for transaction costs associated with the issuance of a note payable. On July 15, 2022, the Company issued 175,000 common shares at a relative fair value of $0.22 per share for transaction costs associated with the issuance of a note payable. On July 18, 2022, the Company issued 175,000 common shares at a relative fair value of $0.22 per share for transaction costs associated with the issuance of a note payable. On July 26, 2022, the Company issued 275,000 common shares at a price of $0.50 per share for marketing and branding services valued at $137,500. On October 13, 2022, the Company issued 416,667 common shares at a relative fair value of $0.30 per share for transaction costs associated with the issuance of a note payable. On October 13, 2022, the Company issued 208,333 common shares at a relative fair value of $0.30 per share for transaction costs associated with the issuance of a note payable. On October 13, 2022, the Company issued 208,333 common shares at a relative fair value of $0.30 per share for transaction costs associated with the issuance of a note payable. On November 29, 2022, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000. On December 2, 2022, the Company completed a private placement whereby a total of 400,000 common shares were sold for cash at a price of $0.10 per share for a total value of $40,000. On January 6, 2023, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000. On January 9, 2023, the Company issued 500,000 shares with a fair value of $100,000 to a non-related party in exchange for services. On January 9, 2023, the Company issued 45,000 shares with a fair value of $9,000 to a non-related party in exchange for settlement of a debt. On January 11, 2023, the Company completed a private placement whereby a total of 300,000 common shares were sold for cash at a price of $0.10 per share for a total value of $30,000. On January 15, 2023, the Company completed a private placement whereby a total of 600,000 common shares were sold for cash at a price of $0.10 per share for a total value of $60,000. On January 16, 2023, the Company completed a private placement whereby a total of 150,000 common shares were sold for cash at a price of $0.10 per share for a total value of $15,000. On January 17, 2023, the Company completed various private placements whereby a total of 70,000 common shares were sold for cash at a price of $0.10 per share for a total value of $7,000. On January 21, 2023, the Company completed various private placements whereby a total of 1,130,000 common shares were issued for cash at a price of $0.10 per share for a total value of $113,000. On January 23, 2023, the Company completed various private placements whereby a total of 630,000 common shares were sold for cash at a price of $0.10 per share for a total value of $63,000. On January 24, 2023, the Company completed a private placement whereby a total of 1,000,000 common shares were sold for cash at a price of $0.10 per share for a total value of $100,000. On January 25, 2023, the Company completed a private placement whereby a total of 100,000 common shares were sold for cash at a price of $0.10 per share for a total value of $10,000. On January 28, 2023, the Company completed a private placement whereby a total of 150,000 common shares were sold for cash at a price of $0.10 per share for a total value of $15,000. On January 30, 2023, the Company completed various private placements whereby a total of 650,000 common shares were sold for cash at a price of $0.10 per share for a total value of $65,000. On February 6, 2023, the Company issued 1,000,000 shares with a fair value of $200,000 to a non-related party in exchange for services. On February 6, 2023, the Company completed various private placements whereby a total of 225,000 common shares were sold for cash at a price of $0.10 per share for a total value of $22,500. On February 7, 2023, the Company completed various private placements whereby a total of 215,000 common shares were sold for cash at a price of $0.10 per share for a total value of $21,500. On February 14, 2023, the Company completed various private placements whereby a total of 1,350,000 common shares were sold for cash at a price of $0.10 per share for a total value of $135,000. On February 15, 2023, the Company completed a private placement whereby a total of 250,000 common shares were sold for cash at a price of $0.10 per share for a total value of $25,000. On July 13, 2022, the Company entered into a securities purchase agreement with a non-related party in which the Company had issued a convertible debt in the principal amount of $300,000 at $270,000 with $30,000 original issue discount. In this agreement, the Company had issued 150,000 common shares and issued 500,000 warrants exercisable at $0.25 per share, expiring on July 12, 2027. However, the Company and the non-related party have agreed and confirmed that certain Events of Default have occurred, including the Company’s failures to comply with its obligations and covenants with respect to: (i) failures to file registration statements and (ii) failures to comply with its obligations regarding the Subsequent Financings and the Purchaser’s rights thereto. As a result, on March 12, 2023, the Company and the non-related party have entered into a letter agreement in which the Company agreed to issue to the non-related party 2,233,333 restricted shares of the Company’s common stock at a price per share of $0.10 immediately upon the execution of the letter agreement as well as an additional 2,500,000 warrant shares exercisable at $0.25 per share. All other terms and conditions are to remain from the original agreement. On January 9, 2023, the Company issued 2,000,000 shares with a fair value of $1,500,000 to a non-related party in exchange for services. On March 24, 2023, the Company completed a private placement whereby a total of 750,000 common shares were sold for cash at a price of $0.10 per share for a total value of $75,000. The common shares have yet to be issued. During the nine-month period ended March 31, 2022, the Company incurred the following transactions: During the period July 1, 2021 to October 28, 2021, the Company completed various private placements whereby a total of 5,558,810 common shares were issued for a total proceeds of $1,425,202. On October 15, 2021, the Company issued 125,000 common shares at a price of $0.80 per share for marketing services valued at $100,000. On October 28, 2021, the Company issued 28,572 common shares at a price of $0.70 per share for legal services valued at $20,000. On December 8, 2021, the Company issued 50,000 common shares at a price of $0.71 per share for consulting services valued at $35,250. On December 31, 2021, the Company issued 937,151 common shares for the conversion of debt at a conversion price of $0.10 per share for a total value of $93,715. On January 1. 2022, the Company issued 100,000 common shares at a price of $0.65 per share for prepaid consulting services valued at $65,000. During the nine months ended March 31, 2022, $15,893 was amortized and recorded as consulting expense. On March 25, 2022, the Company issued 12,000 common shares at a price of $0.60 per share for services valued at $7,200. Warrants On March 25, 2021, the Company granted 1,100,000 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $148,438 using the Black Scholes Option Pricing Model. These warrants expired during the three months ended March 31, 2023. On April 22, 2021, the Company granted 506,838 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $399,087 using the Black Scholes Option Pricing Model. On April 28, 2021, the Company granted 307,408 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $196,399 using the Black Scholes Option Pricing Model. On July 12, 2022, the Company granted 500,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $215,638 using the Black Scholes Option Pricing Model and they were recorded at $93,740 in additional paid-in capital using the relative fair value method. On July 15, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $107,848 using the Black Scholes Option Pricing Model and they were recorded at $46,878 in additional paid-in capital using the relative fair value method. On July 18, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $107,831 using the Black Scholes Option Pricing Model and they were recorded at $46,871 in additional paid-in capital using the relative fair value method. On October 13, 2022, the Company granted 500,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $188,950 using the Black Scholes Option Pricing Model and they were recorded at $61,142 in additional paid-in capital using the relative fair value method. On October 13, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $94,475 using the Black Scholes Option Pricing Model and they were recorded at $30,571 in additional paid-in capital using the relative fair value method. On October 13, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $94,475 using the Black Scholes Option Pricing Model and they were recorded at $30,571 in additional paid-in capital using the relative fair value method. On October 13, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a note payable financing transaction (Note 9). The warrants were valued at $94,475 using the Black Scholes Option Pricing Model and they were recorded at $30,571 in additional paid-in capital using the relative fair value method. On March 12, 2023, the Company granted 2,500,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of a default settlement related to a note payable financing transaction (Note 9). The warrants were valued at $1,827,471 using the Black Scholes Option Pricing Model. The Black Scholes Option Pricing Model assumptions used in the valuation of the warrants are outlined below. The stock price was based on recent issuances. Expected life was based on the expiry date of the warrants as the Company did not have historical exercise data of such warrants. March 31, 2023 Stock price $ 0.25 - 0.83 Risk-free interest rate 1.06 - 3.53 % Expected life 2 - 5 Years Expected dividend rate 0 Expected volatility 100.00 - 103.76 % Continuity of the Company’s common stock purchase warrants issued and outstanding is as follows: Number of Warrants Weighted Average Exercise Price Outstanding, June 30, 2022 3,014,246 $ 0.25 Issued 4,500,000 0.25 Exercised - - Expired (3,014,246 ) - Outstanding, March 31, 2023 4,500,000 $ 0.25 Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date July 12, 2022 500,000 500,000 0.25 0.48 July 12, 2027 July 15, 2022 250,000 250,000 0.25 0.24 July 15, 2027 July 18, 2022 250,000 250,000 0.25 0.24 July 18, 2027 October 13, 2022 500,000 500,000 0.25 0.50 October 13, 2027 October 13, 2022 250,000 250,000 0.25 0.25 October 13, 2027 October 13, 2022 250,000 250,000 0.25 0.50 October 13, 2027 March 12, 2023 2,500,000 2,500,000 0.25 2.75 March 12, 2023 Total 4,500,000 4,500,000 0.25 4.71 As at March 31, 2023, the weighted average remaining contractual life of warrants outstanding was 3.31 years with a total intrinsic value of $1,603,562. Stock Options On December 8, 2021, the Board of Directors of the Company approved the adoption of the 2021 Equity Compensation Plan (the “Equity Compensation Plan”) to provide employees, certain consultants and advisors who perform services for the Company , During the year ended June 30, 2022, we issued a total of 6,000,000 non-qualified stock options (the “options”) to directors, officers and certain key consultants. These options are subject to the terms and conditions of the Equity Compensation Plan. All granted options are subject to a five-year vesting schedule equal to 20% per year starting on the 1 st The following is a continuity schedule for the Company’s outstanding non-qualified stock options: Number of options Weighted Average Exercise Price Outstanding, June 30, 2022 6,000,000 $ 0.65 Granted 125,000 - Exercised - - Cancelled 125,000 - Outstanding, March 31, 2023 6,000,000 $ 0.65 As at March 31, 2023, the Company had the following stock options outstanding: Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date January 3, 2022 125,000 125,000 $ 0.65 8.77 January 3, 2032 January 4, 2022 5,750,000 5,750,000 0.65 8.77 January 4, 2032 March 1, 2023 125,000 125,000 0.65 8.77 January 4, 2032 Total 6,000,000 6,000,000 $ 0.65 8.77 During the nine-month period ended March 31, 2023, the Company recorded $930,512 as share-based compensation relating to the issuance of the non-qualified stock options. The fair value of the options granted during the nine-month period ended March 31, 2023 was estimated on the date of the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: Expected volatility 91.03 - 93.01 % Expected option life (years) 6 years Risk-free interest rate (10-year U.S. treasury yield) 1.55 - 4.17 % Expected dividend yield 0 % Performance Stock Units On December 8, 2021, the Board of Directors of the Company approved the adoption of the 2021 Equity Compensation Plan (the “Equity Compensation Plan”) to provide employees, certain consultants and advisors who perform services for the Company , During the year ended June 30, 2022, we issued a total of 4,000,000 performance stock units (“performance units”) to directors, officers and certain key consultants. These performance units are subject to the terms and conditions of the Equity Compensation Plan. The performance units will be earned and vest upon reaching certain market capitalization goals during the performance period ending on December 31, 2026. The following table sets forth the number of performance stock units, their vesting conditions and expiry dates. Each unit represents one common share: Number of Performance Units Vesting Conditions Expiry Dates 900,000 Market capitalization of the Company reaches $25 million December 31, 2026 900,000 Market capitalization of the Company reaches $50 million December 31, 2026 900,000 Market capitalization of the Company reaches $75 million December 31, 2026 900,000 Market capitalization of the Company reaches $100 million December 31, 2026 The following is a continuity schedule for the Company’s outstanding performance stock units: Number of Performance Units Weighted Average Exercise Price Outstanding, June 30, 2022 4,000,000 $ - Granted - - Released - - Forfeited or cancelled 400,000 - Outstanding, March 31, 2023 3,600,000 $ - As at March 31, 2023, the Company had the following performance units outstanding: Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date March 8, 2022 3,600,000 3,600,000 USD $0.00 3.76 December 31, 2026 Total 3,600,000 3,600,000 USD $0.00 3.76 During the nine-month period ended March 31, 2023, the Company recorded $643,469 as share-based compensation relating to the issuance of the performance units. The fair value of the performance units granted during the nine months ended March 31, 2023 was estimated on the date of the grant date using N(d2) output from a Black-Sholes model to calculate the value of the award multiplying N(d2) by the current stock price as of the valuation date with the following weighted average assumptions: Expected volatility 85.0 % Requisite period 4.00 years Risk-free interest rate (US Treasury Bond rate as of the grant date) 1.80 % Expected dividend yield 0 % |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 10 – INCOME TAXES As of March 31, 2023, the Company was in a loss position; therefore, no deferred tax liability was recognized related to the undistributed earnings subject to withholding tax. Net operating loss carry forward of the Company, amounted to $3,406,686 (June 30, 2022 - $2,909,935) for the nine-month period ended March 31, 2023. The net operating loss carry forwards are available to be utilized against future taxable income for years through calendar year 2042. In assessing the reliability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled projected future taxable income, and tax planning strategies in making this assessment. |
RECLASSIFICATION OF PRIOR YEAR
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | 9 Months Ended |
Mar. 31, 2023 | |
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | |
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | NOTE 11 – RECLASSIFICATION OF PRIOR YEAR PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications are limited to the Statement of Operations and have no effect on the reported results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On April 6, 2023, the Company issued 100,000 common shares to the former CISO of the Company as part of a settlement agreement and release. On April 10, 2023, the Company issued 100,000 common shares to a former consultant of the Company as part of a settlement agreement and release. On April 16, 2023, the Company completed various private placements whereby a total of 1,350,000 common shares were sold for cash at a price of $0.10 per share for a total value of $135,000. On April 17, 2023, the Company completed various private placements whereby a total of 300,000 common shares were sold for cash at a price of $0.10 per share for a total value of $30,000. On April 18, 2023, the Company completed various private placements whereby a total of 230,000 common shares were sold for cash at a price of $0.10 per share for a total value of $23,000. On April 22, 2023, the Company completed a private placement whereby a total of 50,000 common shares were sold for cash at a price of $0.10 per share for a total value of $5,000. On April 23, 2023, the Company completed a private placement whereby a total of 40,000 common shares were sold for cash at a price of $0.10 per share for a total value of $4,000. On April 24, 2023, the Company completed a private placement whereby a total of 30,000 common shares were sold for cash at a price of $0.10 per share for a total value of $3,000. On April 27, 2023, the Company completed various private placements whereby a total of 130,000 common shares were sold for cash at a price of $0.10 per share for a total value of $13,000. On May 8, 2023, the Company completed various private placements whereby a total of 1,600,000 common shares were sold for cash at a price of $0.10 per share for a total value of $160,000. On May 24, 2023, the Company completed a private placement whereby a total of 170,000 common shares were sold for cash at a price of $0.10 per share for a total value of $17,000. On May 25, 2023, the Company issued 900,000 to certain directors, officers and key consultants under the Company's 2021 Equity Compensation Plan. Increase in Authorized Stock On April 12, 2023, the Board of Directors of the Company approved an amendment to Articles of Incorporation (the “Articles”) to increase the Company’s authorized Common Stock from 50,000,000 to 100,000,000 (the “Share Increase Amendment”). Subsequently, on April 14, 2023, the Company received a written consent in lieu of a meeting of Stockholders from the Majority Stockholders approving the Action, holding approximately 50.55% of the outstanding voting stock. The Share Increase Amendment was filed May 19, 2023 having an effective date of May 22, 2023, pursuant to which the Company’s authorized capital was increased 50,000,000 to 100,000,000 shares of Common Stock, par value $0.001. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Preparation | The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2023, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended June 30, 2022. |
Use of Estimates | In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. As at March 31, 2023, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality. With respect to accounts receivable, the Company extended credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary. |
Cash | Cash consists of cash held at major financial institutions and is subject to insignificant risk of changes in value. |
Receivables and Allowance for Doubtful Accounts | Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the nine-month period ended March 31, 2023 and the year ended June 30, 2022, based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of March 31, 2023 and June 30, 2022, there was no allowance for doubtful accounts and the Company does not have any off-balance-sheet credit exposure related to its customers. |
Software | Software is stated at cost less accumulated amortization and is amortized using the straight-line method over the estimated useful life of the asset. The estimated useful life of the asset is 5 years. As at March 31, 2023, the software is deemed to be feasible and therefore, amortization had been recognized for the period then ended. |
Leases | The Company determines if an arrangement is a lease at inception. Operating and financing right-of-use assets and lease liabilities are included on the balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and amortization of the right-of-use asset. The lease terms may include options to extend or terminate the lease is it is reasonably certain the Company will exercise that option. The Company leases its corporate office located at 8565 S. Eastern Ave. #150, Las Vegas, Nevada. The initial lease term is for 12 months commencing on September 8, 2019 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice. The Company has elected the short-term lease practical expedient of 12 months and has not recorded a lease. |
Fair Value of Financial Instruments | Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows: Level 1 – inputs to the valuation methodology are quoted prices 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. For cash, accounts receivable, accounts payable and accrued liabilities and due to related parties, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. Estimating fair value for warrants require determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate requires determining the most appropriate inputs to the valuation model including the expected life of the warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. |
Revenue Recognition | Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers The Company currently has not generated any revenue from its threat intelligence software. |
Research and Development | Research and development costs are expensed as incurred. During the nine months ended March 31, 2023 and 2022, the Company did not have any research and development costs. |
Advertising and Promotion | Advertising and promotion costs are expensed as incurred. During the nine months ended March 31, 2023 and 2022, the Company advertising and promotional costs of $304,416 and $120,690. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 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. Valuation allowances are 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. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities. |
Earnings (Loss) per Share | Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings (loss) per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings (loss) per share. |
Recently Issued Accounting Pronouncements | In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | March 31, 2023 June 30, 2022 Advertising & promotion $ - $ 5,499 Consultants & contractors - 5,301 Platform costs 4,991 30,318 Software development 47,500 25,000 Total $ 52,491 $ 66,118 |
SOFTWARE (Tables)
SOFTWARE (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
SOFTWARE | |
Software | Balance, June 30, 2021 $ 75,750 Additions 335,372 Amortization - Balance, June 30, 2022 $ 411,122 Additions 244,151 Amortization (57,645 ) Balance, March 31, 2023 $ 597,628 |
ACCOUNTS PAYABLE ACCRUED LIAB_2
ACCOUNTS PAYABLE ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
ACCOUNTS PAYABLE ACCRUED LIABILITIES | |
Schedule of Accounts payable & accrued liabilities | March 31, 2023 June 30, 2022 Advertising & promotion $ 15,000 $ - Exchange & listing fees 3,000 23,247 Legal & accounting 28,131 - Software development 0 42,819 Accrued interest 627 - Share-based compensation payable (cancellation) 37,000 Total $ 83,758 $ 66,066 |
COMMON SHARES (Tables)
COMMON SHARES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
COMMON SHARES | |
schedule of historical exercise data | March 31, 2023 Stock price $ 0.25 - 0.83 Risk-free interest rate 1.06 - 3.53 % Expected life 2 - 5 Years Expected dividend rate 0 Expected volatility 100.00 - 103.76 % |
schedule of common stock purchase warrants | Number of Warrants Weighted Average Exercise Price Outstanding, June 30, 2022 3,014,246 $ 0.25 Issued 4,500,000 0.25 Exercised - - Expired (3,014,246 ) - Outstanding, March 31, 2023 4,500,000 $ 0.25 |
Schedule of stock options outstanding | Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date July 12, 2022 500,000 500,000 0.25 0.48 July 12, 2027 July 15, 2022 250,000 250,000 0.25 0.24 July 15, 2027 July 18, 2022 250,000 250,000 0.25 0.24 July 18, 2027 October 13, 2022 500,000 500,000 0.25 0.50 October 13, 2027 October 13, 2022 250,000 250,000 0.25 0.25 October 13, 2027 October 13, 2022 250,000 250,000 0.25 0.50 October 13, 2027 March 12, 2023 2,500,000 2,500,000 0.25 2.75 March 12, 2023 Total 4,500,000 4,500,000 0.25 4.71 Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date January 3, 2022 125,000 125,000 $ 0.65 8.77 January 3, 2032 January 4, 2022 5,750,000 5,750,000 0.65 8.77 January 4, 2032 March 1, 2023 125,000 125,000 0.65 8.77 January 4, 2032 Total 6,000,000 6,000,000 $ 0.65 8.77 |
schedule of Company's outstanding non-qualified | Number of options Weighted Average Exercise Price Outstanding, June 30, 2022 6,000,000 $ 0.65 Granted 125,000 - Exercised - - Cancelled 125,000 - Outstanding, March 31, 2023 6,000,000 $ 0.65 |
Schedule of weighted average assumptions | Expected volatility 91.03 - 93.01 % Expected option life (years) 6 years Risk-free interest rate (10-year U.S. treasury yield) 1.55 - 4.17 % Expected dividend yield 0 % |
Schedule of performance stock units | Number of Performance Units Vesting Conditions Expiry Dates 900,000 Market capitalization of the Company reaches $25 million December 31, 2026 900,000 Market capitalization of the Company reaches $50 million December 31, 2026 900,000 Market capitalization of the Company reaches $75 million December 31, 2026 900,000 Market capitalization of the Company reaches $100 million December 31, 2026 |
schedule for the Company's outstanding performance stock units: | Number of Performance Units Weighted Average Exercise Price Outstanding, June 30, 2022 4,000,000 $ - Granted - - Released - - Forfeited or cancelled 400,000 - Outstanding, March 31, 2023 3,600,000 $ - |
schedule for the Company's outstanding warrants: | Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date March 8, 2022 3,600,000 3,600,000 USD $0.00 3.76 December 31, 2026 Total 3,600,000 3,600,000 USD $0.00 3.76 |
schedule of value of the award multiplying | Expected volatility 85.0 % Requisite period 4.00 years Risk-free interest rate (US Treasury Bond rate as of the grant date) 1.80 % Expected dividend yield 0 % |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) | Mar. 31, 2023 USD ($) |
GOING CONCERN UNCERTAINTY | |
Working capital | $ (739,894) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Estimated useful life | 5 years | |
Allowance for doubtful accounts | $ 0 | $ 0 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
PREPAID EXPENSES | ||
Advertising and promotion | $ 0 | $ 5,499 |
Consultants and contractors | 0 | 5,301 |
Platform costs | 4,991 | 30,318 |
Software Development | 47,500 | 25,000 |
Total | $ 52,491 | $ 66,118 |
SOFTWARE (Details)
SOFTWARE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
SOFTWARE | ||
Software, Beginning Balance | $ 411,122 | $ 75,750 |
Additions | 244,151 | 335,372 |
Amortization | (57,645) | 0 |
Software, Ending Balance | $ 597,628 | $ 411,122 |
ACCOUNTS PAYABLE ACCRUED LIAB_3
ACCOUNTS PAYABLE ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
ACCOUNTS PAYABLE ACCRUED LIABILITIES | ||
Advertising & promotion | $ 15,000 | $ 0 |
Exchange & listing fees | 3,000 | 23,247 |
Legal & accounting | 28,131 | 0 |
Software development | 0 | 42,819 |
Accrued interest | 627 | 0 |
Share-based compensation payable (cancellation) | 37,000 | |
Total | $ 83,758 | $ 66,066 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Chris White | ||
Management Fees | $ 0 | $ 12,500 |
Gross Wages | 20,000 | 24,620 |
Troy Wilkinson | ||
Management Fees | 57,000 | 107,500 |
Earl Johnson | ||
Gross Wages | 27,000 | 0 |
Common Share [Member] | ||
Management Fees | 0 | 66,500 |
Gross Wages | $ 90,000 | $ 34,909 |
NOTES PAYABLE (convertible on_2
NOTES PAYABLE (convertible only at default) (Details Narratives) - USD ($) | 1 Months Ended | |||||||
Jan. 11, 2023 | Oct. 13, 2022 | Jul. 15, 2022 | Jul. 13, 2022 | Jul. 12, 2022 | Jul. 18, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Convertible debt in exchange for cash, fair value | $ 270,000 | |||||||
Convertible debt in exchange for cash | $ 150,000 | 300,000 | ||||||
Original issue discount | $ 30,000 | |||||||
Warrants issued | 500,000 | |||||||
Warrant exercisable | $ 0.25 | |||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||
Additional paid-in capital | $ 11,464,388 | $ 4,586,049 | ||||||
July 12, 2022 [Member] | Convertible Debt [Member] | ||||||||
Convertible debt in exchange for cash, fair value | $ 270,000 | |||||||
Convertible debt in exchange for cash | 300,000 | |||||||
Original issue discount | 30,000 | |||||||
Additional cash proceeds | $ 27,500 | |||||||
Common shares issue | 350,000 | |||||||
Common shares issue value | $ 175,000 | |||||||
Warrants issued | 500,000 | |||||||
Warrant exercisable | $ 0.25 | |||||||
Fair value of warrant | $ 215,638 | |||||||
Interest rate | 15% | |||||||
Convertible interest rate | 10% | |||||||
Incremental borrowing rate | 12% | |||||||
Aggregate warrant, share issue | 500,000 | |||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||
Aggregate additional paid-in capital | $ 93,740 | |||||||
Commitment fee | $ 175,000 | |||||||
Aggregating common stock shares | 350,000 | |||||||
Additional paid-in capital | $ 76,074 | |||||||
Note Payable | 292,088 | |||||||
Note payable, net of unamortized discounts | 7,912 | |||||||
July 15, 2022 [Member] | Convertible Debt [Member] | ||||||||
Convertible debt in exchange for cash, fair value | 135,000 | |||||||
Convertible debt in exchange for cash | 150,000 | |||||||
Original issue discount | 15,000 | |||||||
Additional cash proceeds | $ 11,250 | |||||||
Common shares issue | 175,000 | |||||||
Common shares issue value | $ 87,500 | |||||||
Warrants issued | 250,000 | |||||||
Warrant exercisable | $ 0.25 | |||||||
Fair value of warrant | $ 107,848 | |||||||
Interest rate | 15% | |||||||
Convertible interest rate | 10% | |||||||
Incremental borrowing rate | 12% | |||||||
Aggregate warrant, share issue | 250,000 | |||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||
Aggregate additional paid-in capital | $ 46,878 | |||||||
Commitment fee | $ 87,500 | |||||||
Aggregating common stock shares | 175,000 | |||||||
Additional paid-in capital | $ 38,033 | |||||||
Note Payable | 146,067 | |||||||
Note payable, net of unamortized discounts | 3,933 | |||||||
July 18, 2022 [Member] | Convertible Debt [Member] | ||||||||
Convertible debt in exchange for cash, fair value | $ 135,000 | |||||||
Convertible debt in exchange for cash | 150,000 | |||||||
Original issue discount | 15,000 | |||||||
Additional cash proceeds | $ 11,250 | |||||||
Common shares issue | 175,000 | |||||||
Common shares issue value | $ 87,500 | |||||||
Warrants issued | 250,000 | |||||||
Warrant exercisable | $ 0.25 | |||||||
Fair value of warrant | $ 107,830 | |||||||
Interest rate | 15% | |||||||
Convertible interest rate | 10% | |||||||
Incremental borrowing rate | 12% | |||||||
Aggregate warrant, share issue | 250,000 | |||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||
Aggregate additional paid-in capital | $ 46,871 | |||||||
Commitment fee | $ 87,500 | |||||||
Aggregating common stock shares | 175,000 | |||||||
Additional paid-in capital | $ 38,034 | |||||||
Note Payable | 146,001 | |||||||
Note payable, net of unamortized discounts | 3,999 | |||||||
October 13, 2022 [Member] | Convertible Debt [Member] | ||||||||
Convertible debt in exchange for cash, fair value | $ 135,000 | |||||||
Convertible debt in exchange for cash | 150,000 | |||||||
Original issue discount | 15,000 | |||||||
Additional cash proceeds | $ 23,750 | |||||||
Common shares issue | 41,667 | |||||||
Common shares issue value | $ 125,000 | |||||||
Warrants issued | 500,000 | |||||||
Maturity date of agreement | Apr. 13, 2023 | |||||||
Warrant exercisable | $ 0.25 | |||||||
Fair value of warrant | $ 183,950 | |||||||
Convertible interest rate | 10% | |||||||
Incremental borrowing rate | 15% | |||||||
Aggregate warrant, share issue | 500,000 | |||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||
Aggregate additional paid-in capital | $ 93,740 | |||||||
Commitment fee | $ 125,000 | |||||||
Aggregating common stock shares | 416,667 | |||||||
Additional paid-in capital | $ 40,448 | |||||||
Note Payable | 139,976 | |||||||
Note payable, net of unamortized discounts | 10,024 | |||||||
October 13, 2022 [Member] | Convertible Debt 1 [Member] | ||||||||
Convertible debt in exchange for cash, fair value | 67,500 | |||||||
Convertible debt in exchange for cash | 75,000 | |||||||
Original issue discount | 7,500 | |||||||
Additional cash proceeds | $ 5,625 | |||||||
Common shares issue | 208,333 | |||||||
Common shares issue value | $ 62,500 | |||||||
Warrants issued | 250,000 | |||||||
Maturity date of agreement | Apr. 13, 2023 | |||||||
Warrant exercisable | $ 0.25 | |||||||
Fair value of warrant | $ 94,475 | |||||||
Convertible interest rate | 10% | |||||||
Incremental borrowing rate | 15% | |||||||
Aggregate warrant, share issue | 250,000 | |||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||
Aggregate additional paid-in capital | $ 30,571 | |||||||
Commitment fee | $ 62,500 | |||||||
Aggregating common stock shares | 208,333 | |||||||
Additional paid-in capital | $ 20,224 | |||||||
Note Payable | 70,434 | |||||||
Note payable, net of unamortized discounts | 4,566 | |||||||
October 13, 2022 [Member] | Convertible Debt Two [Member] | ||||||||
Convertible debt in exchange for cash, fair value | 67,500 | |||||||
Convertible debt in exchange for cash | 75,000 | |||||||
Original issue discount | 7,500 | |||||||
Additional cash proceeds | $ 5,625 | |||||||
Common shares issue | 208,333 | |||||||
Common shares issue value | $ 62,500 | |||||||
Warrants issued | 250,000 | |||||||
Maturity date of agreement | Apr. 13, 2023 | |||||||
Warrant exercisable | $ 0.25 | |||||||
Fair value of warrant | $ 94,475 | |||||||
Convertible interest rate | 10% | |||||||
Incremental borrowing rate | 15% | |||||||
Aggregate warrant, share issue | 250,000 | |||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||
Aggregate additional paid-in capital | $ 30,571 | |||||||
Commitment fee | $ 62,500 | |||||||
Aggregating common stock shares | 208,333 | |||||||
Additional paid-in capital | $ 20,224 | |||||||
Note Payable | 70,434 | |||||||
Note payable, net of unamortized discounts | $ 4,566 |
COMMON SHARES (Details)
COMMON SHARES (Details) | 9 Months Ended |
Mar. 31, 2023 $ / shares | |
Expected dividend rate | 0% |
Minimum [Member] | |
Stock price | $ 0.25 |
Risk-free interest rate | 1.06% |
Expected life | 2 years |
Expected volatility | 100% |
Maximum [Member] | |
Stock price | $ 0.83 |
Risk-free interest rate | 3.53% |
Expected life | 5 years |
Expected volatility | 103.76% |
COMMON SHARES (Details 1)
COMMON SHARES (Details 1) | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
COMMON SHARES | |
Number Of Warrants Outstanding, Beginning | shares | 3,014,246 |
Number Of Warrants Issued | shares | 4,500,000 |
Number Of Warrants Expired | shares | (3,014,246) |
Number Of Warrants Outstanding,Ending Balance | shares | 4,500,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.25 |
Weighted Average Exercise Price Issued | 0.25 |
Weighted Average Exercise Price Exercised | 0 |
Weighted Average Exercise Price Expired | 0 |
Weighted Average Exercise Price Outstanding, ending | $ 0.25 |
COMMON SHARES (Details 2)
COMMON SHARES (Details 2) | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Weighted Average life | 4 years 8 months 15 days |
Number of Warrants outstanding | 4,500,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 4,500,000 |
July 12, 2022 [Member] | |
Weighted Average life | 5 months 23 days |
Number of Warrants outstanding | 500,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 500,000 |
Expiry Date | July 12, 2027 |
July 15, 2022 [Member] | |
Weighted Average life | 2 months 26 days |
Number of Warrants outstanding | 250,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 250,000 |
Expiry Date | July 15, 2027 |
July 18, 2022 [Member] | |
Weighted Average life | 2 months 26 days |
Number of Warrants outstanding | 250,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 250,000 |
Expiry Date | July 18, 2027 |
October 13, 2022, One[Member] | |
Weighted Average life | 6 months |
Number of Warrants outstanding | 500,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 500,000 |
Expiry Date | October 13, 2027 |
October 13, 2022, Two[Member] | |
Weighted Average life | 3 months |
Number of Warrants outstanding | 250,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 250,000 |
Expiry Date | October 13, 2027 |
October 13, 2022, Three[Member] | |
Weighted Average life | 6 months |
Number of Warrants outstanding | 250,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 250,000 |
Expiry Date | October 13, 2027 |
March 12, 2023, [Member] | |
Weighted Average life | 2 years 9 months |
Number of Warrants outstanding | 2,500,000 |
Exercise | $ / shares | $ 0.25 |
Number of Warrants Exercisable | 2,500,000 |
Expiry Date | March 12, 2023 |
COMMON SHARES (Details 3)
COMMON SHARES (Details 3) | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
COMMON SHARES | |
Number Of Warrants Outstanding, Beginning | shares | 6,000,000 |
Number Of Warrants Outstanding, Granted | shares | 125,000 |
Number Of Warrants Outstanding, Cancelled | shares | 125,000 |
Number Of Warrants Outstanding, Ending Balance | shares | 6,000,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 0.65 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Cancelled | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 0.65 |
COMMON SHARES (Details 4)
COMMON SHARES (Details 4) | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Weighted Average life | 8 years 9 months 7 days |
Number of option outstanding | 6,000,000 |
Exercise | $ / shares | $ 0.65 |
Weighted Average life | 4 years 8 months 15 days |
Number of option Exercisable | 6,000,000 |
March 1, 2023 [Member] | |
Number of option outstanding | 125,000 |
Exercise | $ / shares | $ 0.65 |
Weighted Average life | 8 years 9 months 7 days |
Number of option Exercisable | 125,000 |
Expiry Date | January 4, 2032 |
January 3, 2022 [Member] | |
Number of option outstanding | 125,000 |
Exercise | $ / shares | $ 0.65 |
Weighted Average life | 8 years 9 months 7 days |
Number of option Exercisable | 125,000 |
Expiry Date | January 3, 2032 |
January 4, 2022 [Member] | |
Number of option outstanding | 5,750,000 |
Exercise | $ / shares | $ 0.65 |
Weighted Average life | 8 years 9 months 7 days |
Number of option Exercisable | 5,750,000 |
Expiry Date | January 4, 2032 |
COMMON SHARES (Details 5)
COMMON SHARES (Details 5) | 9 Months Ended |
Mar. 31, 2023 | |
Expected option life (years) | 6 years |
Expected dividend yield | 0% |
Minimum [Member] | |
Expected volatility | 91.03% |
Risk-free interest rate (10-year U.S. treasury yield) | 1.55% |
Maximum [Member] | |
Expected volatility | 93.01% |
Risk-free interest rate (10-year U.S. treasury yield) | 4.17% |
COMMON SHARES (Details 6)
COMMON SHARES (Details 6) - directors, officers and certain key consultants | 12 Months Ended |
Jun. 30, 2022 shares | |
Performance Stock Units | |
Number of Performance Units | 900,000 |
Vesting Conditions of Performance Units | Market capitalization of the Company reaches $25 million |
Expiry Dates Performance Stock Units | December 31, 2026 |
Performance Stock Units 1 | |
Number of Performance Units | 900,000 |
Vesting Conditions of Performance Units | Market capitalization of the Company reaches $50 million |
Expiry Dates Performance Stock Units | December 31, 2026 |
Performance Stock Units 2 | |
Number of Performance Units | 900,000 |
Vesting Conditions of Performance Units | Market capitalization of the Company reaches $75 million |
Expiry Dates Performance Stock Units | December 31, 2026 |
Performance Stock Units 3 | |
Number of Performance Units | 900,000 |
Vesting Conditions of Performance Units | Market capitalization of the Company reaches $100 million |
Expiry Dates Performance Stock Units | December 31, 2026 |
COMMON SHARES (Details 7)
COMMON SHARES (Details 7) | 9 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
COMMON SHARES | |
Number of Warrants Outstanding, beginning | shares | 4,000,000 |
Number of Warrants Granted | $ | $ 0 |
Number of Warrants Released | $ | 0 |
Number of Warrants Forfeited or cancelled | $ | $ 400,000 |
Number of Warrants Outstanding,Ending | shares | 3,600,000 |
Weighted Average Exercise Price Beginning balance | $ 0 |
Weighted Average Exercise Price Granted | 0 |
Weighted Average Exercise Price Released | 0 |
Weighted Average Exercise Price Forfeited or Cancelled | 0 |
Weighted Average Exercise Price Ending, Balance | $ 0 |
COMMON SHARES (Details 8)
COMMON SHARES (Details 8) | 9 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of option outstanding | 3,600,000 |
Number Exercisable | 3,600,000 |
Exercise | $ / shares | $ 0 |
Weighted Average Life (Years) | 3 years 9 months 3 days |
March 8, 2022 [Member] | |
Number of option outstanding | 3,600,000 |
Number Exercisable | 3,600,000 |
Exercise | $ / shares | $ 0 |
Weighted Average Life (Years) | 3 years 9 months 3 days |
Expiry date | December 31, 2026 |
COMMON SHARES (Details 9)
COMMON SHARES (Details 9) | 9 Months Ended |
Mar. 31, 2023 | |
COMMON SHARES | |
Expected volatility | 85% |
Expected life | 4 years |
Risk-free interest rate | 1.80% |
Expected dividend rate | 0% |
COMMON SHARES (Details Narrativ
COMMON SHARES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 12, 2023 | Feb. 07, 2023 | Feb. 06, 2023 | Jan. 15, 2023 | Jan. 11, 2023 | Jan. 09, 2023 | Jan. 06, 2023 | Dec. 02, 2022 | Oct. 13, 2022 | Jul. 15, 2022 | Jul. 13, 2022 | Jul. 12, 2022 | Apr. 28, 2021 | Apr. 22, 2021 | Mar. 25, 2021 | Mar. 24, 2023 | Feb. 15, 2023 | Feb. 14, 2023 | Jan. 30, 2023 | Jan. 28, 2023 | Jan. 25, 2023 | Jan. 24, 2023 | Jan. 23, 2023 | Jan. 21, 2023 | Jan. 17, 2023 | Jan. 16, 2023 | Dec. 05, 2022 | Nov. 29, 2022 | Jul. 18, 2022 | Mar. 31, 2023 | Oct. 28, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Convertible debt in exchange for cash, fair value | $ 270,000 | |||||||||||||||||||||||||||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||
Share-based compensation | $ 331,051 | $ 1,536,980 | $ 447,147 | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Convertible debt in exchange for cash | $ 150,000 | 300,000 | ||||||||||||||||||||||||||||||||
Non-related party , Shares | 2,233,333 | |||||||||||||||||||||||||||||||||
Share price | $ 0.10 | |||||||||||||||||||||||||||||||||
Original issue discount | $ 30,000 | |||||||||||||||||||||||||||||||||
Total value | $ 21,500 | $ 22,500 | $ 60,000 | $ 30,000 | $ 10,000 | $ 40,000 | $ 75,000 | $ 25,000 | $ 135,000 | $ 65,000 | $ 15,000 | $ 10,000 | $ 100,000 | $ 63,000 | $ 113,000 | $ 7,000 | $ 15,000 | $ 10,000 | ||||||||||||||||
Stock issued | 45,000 | |||||||||||||||||||||||||||||||||
Stock issued for services | 500,000 | |||||||||||||||||||||||||||||||||
Weighted average remaining contractual life of warrants outstanding | 3 years 3 months 21 days | |||||||||||||||||||||||||||||||||
Non-related party in exchange for services | $ 100,000 | |||||||||||||||||||||||||||||||||
Non-related party in exchange for settlement of a debt | $ 9,000 | |||||||||||||||||||||||||||||||||
Warrants intrinsic value | $ 1,603,562 | |||||||||||||||||||||||||||||||||
Common stock, issued | 215,000 | 225,000 | 600,000 | 300,000 | 45,000 | 100,000 | 400,000 | 750,000 | 250,000 | 1,350,000 | 650,000 | 150,000 | 100,000 | 1,000,000 | 630,000 | 1,130,000 | 70,000 | 150,000 | 100,000 | 41,264,710 | 41,264,710 | 25,508,044 | ||||||||||||
Warrants issued | 500,000 | |||||||||||||||||||||||||||||||||
Warrant exercisable | $ 0.25 | |||||||||||||||||||||||||||||||||
Number of warrants granted | 2,500,000 | 250,000 | ||||||||||||||||||||||||||||||||
Additional paid in capital | $ 11,464,388 | $ 11,464,388 | $ 4,586,049 | |||||||||||||||||||||||||||||||
Weighted average exercise price granted | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||
Aggregate warrant, exercise price | $ 0.25 | |||||||||||||||||||||||||||||||||
Common stocks, authorized | ||||||||||||||||||||||||||||||||||
Common stock, authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.001 | $ 0.001 | ||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Number of warrants granted | 500,000 | 250,000 | 500,000 | 307,408 | 506,838 | 1,100,000 | 250,000 | |||||||||||||||||||||||||||
Additional paid in capital | $ 61,142 | $ 46,878 | $ 93,740 | $ 46,871 | ||||||||||||||||||||||||||||||
Weighted average exercise price granted | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |||||||||||||||||||||||||||
Fair value of warrant granted | $ 188,950 | $ 107,848 | $ 215,638 | $ 196,399 | $ 399,087 | $ 148,438 | $ 107,831 | |||||||||||||||||||||||||||
Warrant One [Member] | ||||||||||||||||||||||||||||||||||
Number of warrants granted | 2,500,000 | 250,000 | ||||||||||||||||||||||||||||||||
Additional paid in capital | $ 30,571 | |||||||||||||||||||||||||||||||||
Weighted average exercise price granted | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||
Fair value of warrant granted | $ 1,827,471 | $ 94,475 | ||||||||||||||||||||||||||||||||
Warrant Two [Member] | ||||||||||||||||||||||||||||||||||
Number of warrants granted | 250,000 | |||||||||||||||||||||||||||||||||
Additional paid in capital | $ 30,571 | |||||||||||||||||||||||||||||||||
Weighted average exercise price granted | $ 0.25 | |||||||||||||||||||||||||||||||||
Fair value of warrant granted | $ 94,475 | |||||||||||||||||||||||||||||||||
Warrant Three [Member] | ||||||||||||||||||||||||||||||||||
Number of warrants granted | 250,000 | |||||||||||||||||||||||||||||||||
Additional paid in capital | $ 30,571 | |||||||||||||||||||||||||||||||||
Weighted average exercise price granted | $ 0.25 | |||||||||||||||||||||||||||||||||
Fair value of warrant granted | $ 94,475 | |||||||||||||||||||||||||||||||||
Common Shares [Member] | ||||||||||||||||||||||||||||||||||
Total value | $ 50,000 | $ 1,425,202 | ||||||||||||||||||||||||||||||||
Stock issued | 5,558,810 | |||||||||||||||||||||||||||||||||
non Qualified Stock [Member] | ||||||||||||||||||||||||||||||||||
Share-based compensation | $ 930,512 | |||||||||||||||||||||||||||||||||
Share price | $ 0.65 | |||||||||||||||||||||||||||||||||
Performance Units[Member] | ||||||||||||||||||||||||||||||||||
Share-based compensation | $ 643,469 | |||||||||||||||||||||||||||||||||
December 8, 2021 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.71 | |||||||||||||||||||||||||||||||||
Common stock, issued | 50,000 | |||||||||||||||||||||||||||||||||
Consulting services | $ 35,250 | |||||||||||||||||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||||||||
Conversion price | $ 0.10 | |||||||||||||||||||||||||||||||||
Total value | $ 93,715 | |||||||||||||||||||||||||||||||||
Common stock, issued | 937,151 | |||||||||||||||||||||||||||||||||
July 12, 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.22 | $ 0.22 | ||||||||||||||||||||||||||||||||
Common stock, issued | 350,000 | 350,000 | ||||||||||||||||||||||||||||||||
July 15, 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.22 | $ 0.22 | ||||||||||||||||||||||||||||||||
Common stock, issued | 175,000 | 175,000 | ||||||||||||||||||||||||||||||||
July 18, 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.22 | $ 0.22 | ||||||||||||||||||||||||||||||||
Common stock, issued | 175,000 | 175,000 | ||||||||||||||||||||||||||||||||
July 26, 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||||
Common stock, issued | 275,000 | 275,000 | ||||||||||||||||||||||||||||||||
Marketing Services | $ 137,500 | |||||||||||||||||||||||||||||||||
October 13, 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||
Common stock, issued | 416,667 | 416,667 | ||||||||||||||||||||||||||||||||
October 13, One 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||
Common stock, issued | 208,333 | 208,333 | ||||||||||||||||||||||||||||||||
October 13, Two 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||
Common stock, issued | 208,333 | 208,333 | ||||||||||||||||||||||||||||||||
October 15, 2021 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.80 | |||||||||||||||||||||||||||||||||
Common stock, issued | 125,000 | |||||||||||||||||||||||||||||||||
Marketing Services | $ 100,000 | |||||||||||||||||||||||||||||||||
January 1, 2022 | ||||||||||||||||||||||||||||||||||
Conversion price | $ 0.65 | |||||||||||||||||||||||||||||||||
Total value | $ 65,000 | |||||||||||||||||||||||||||||||||
Common stock, issued | 100,000 | |||||||||||||||||||||||||||||||||
Consulting services | $ 15,893 | |||||||||||||||||||||||||||||||||
March 25, 2022 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.60 | |||||||||||||||||||||||||||||||||
Common stock, issued | 12,000 | |||||||||||||||||||||||||||||||||
Legal services | $ 7,200 | |||||||||||||||||||||||||||||||||
February 6, 2023 [Member] | ||||||||||||||||||||||||||||||||||
Non-related party in exchange for services | $ 200,000 | |||||||||||||||||||||||||||||||||
Common stock, issued | 1,000,000 | |||||||||||||||||||||||||||||||||
January 9, 2023 [Member] | ||||||||||||||||||||||||||||||||||
Non-related party in exchange for services | $ 1,500,000 | |||||||||||||||||||||||||||||||||
Common stock, issued | 2,000,000 | |||||||||||||||||||||||||||||||||
October 28, 2021 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.70 | |||||||||||||||||||||||||||||||||
Common stock, issued | 28,572 | |||||||||||||||||||||||||||||||||
Legal services | $ 20,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
INCOME TAXES | ||
Net Operating Loss Carry Forward | $ 3,406,686 | $ 2,909,935 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||||||||||||||||||||||||||||||||||||
May 08, 2023 | Apr. 12, 2023 | May 24, 2023 | Apr. 27, 2023 | Apr. 24, 2023 | Apr. 23, 2023 | Apr. 22, 2023 | Apr. 18, 2023 | Apr. 17, 2023 | Apr. 16, 2023 | May 25, 2023 | May 22, 2023 | May 19, 2023 | Apr. 10, 2023 | Apr. 06, 2023 | Mar. 31, 2023 | Mar. 24, 2023 | Mar. 12, 2023 | Feb. 15, 2023 | Feb. 14, 2023 | Feb. 07, 2023 | Feb. 06, 2023 | Jan. 30, 2023 | Jan. 28, 2023 | Jan. 25, 2023 | Jan. 24, 2023 | Jan. 23, 2023 | Jan. 21, 2023 | Jan. 17, 2023 | Jan. 16, 2023 | Jan. 15, 2023 | Jan. 11, 2023 | Jan. 09, 2023 | Jan. 06, 2023 | Dec. 02, 2022 | Nov. 29, 2022 | Jun. 30, 2022 | |
Common stock, par value | $ 0.001 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.001 | |||||||||||||||||
Common stock, issued | 41,264,710 | 750,000 | 250,000 | 1,350,000 | 215,000 | 225,000 | 650,000 | 150,000 | 100,000 | 1,000,000 | 630,000 | 1,130,000 | 70,000 | 150,000 | 600,000 | 300,000 | 45,000 | 100,000 | 400,000 | 100,000 | 25,508,044 | ||||||||||||||||
Share price | $ 0.10 | ||||||||||||||||||||||||||||||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, issued | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||
Common stock, total value | $ 160,000 | $ 17,000 | $ 13,000 | $ 3,000 | $ 4,000 | $ 5,000 | $ 23,000 | $ 30,000 | $ 135,000 | ||||||||||||||||||||||||||||
Share price | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||
Common stock, sold | 1,600,000 | 170,000 | 130,000 | 30,000 | 40,000 | 50,000 | 230,000 | 300,000 | 1,350,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | April 12, 2023 [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, authorized | 50,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||
Description for voting stock | holding approximately 50.55% of the outstanding voting stock | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | May 22, 2023 [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Common stock, authorized | 50,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Director officers and key consultants [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, issued | 900,000 |