Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Oct. 13, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 001-13621 | ||
Entity Registrant Name | UPD HOLDING CORP. | ||
Entity Central Index Key | 0000836937 | ||
Entity Tax Identification Number | 13-3465289 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 75 Pringle Way, 8th Floor | ||
Entity Address, Address Line Two | Suite 804 | ||
Entity Address, City or Town | Reno | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89502 | ||
City Area Code | 775 | ||
Local Phone Number | 829-7999 | ||
Title of 12(b) Security | Common Stock, $.005 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,145,000 | ||
Entity Common Stock, Shares Outstanding | 194,982,479 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 16,414 | $ 20,718 |
Assets held for sale | 755 | |
Total current assets | 16,414 | 21,473 |
Property and equipment, net | 40,043 | |
Right of use asset, net | 42,447 | |
Other assets | 2,365 | |
Goodwill | 416,981 | |
Total assets | 518,250 | 21,473 |
Current liabilities: | ||
Accounts payable | 155,394 | 14,805 |
Accrued interest | 83,799 | 75,934 |
Convertible notes payable, net of discount | 162,548 | 180,129 |
Derivative liability | 237,963 | |
Related party notes payable | 114,560 | 84,560 |
Lease liability | 26,206 | |
Liabilities related to assets sold | 250,167 | |
Total current liabilities | 780,470 | 605,595 |
Lease liability, net of current portion | 16,241 | |
Total liabilities | 796,711 | 605,595 |
Stockholders' deficit | ||
Preferred stock, $0.01 par value; 10,000,000 authorized and none issued and outstanding | ||
Common stock, $0.005 par value; 200,000,000 shares authorized and 194,750,907 and 172,450,907 issued and outstanding at June 30, 2021 and June 30, 2020, respectively | 973,755 | 862,255 |
Additional paid-in-capital | 2,558,162 | 1,872,632 |
Accumulated deficit | (3,804,474) | (3,319,009) |
Total UPD Holding Corp. stockholders' deficit | (272,557) | (584,122) |
Non-controlling interest | (5,904) | |
Total stockholders' deficit | (278,461) | (584,122) |
Total liabilities and stockholders' deficit | $ 518,250 | $ 21,473 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 194,750,907 | 172,450,907 |
Common stock, outstanding | 194,750,907 | 172,450,907 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||
Net revenue | ||
Operating costs and expenses: | ||
Professional fees | 208,688 | 140,394 |
General and administrative | 268,051 | 8,865 |
Total operating costs and expenses | 476,739 | 149,259 |
Operating loss | (476,739) | (149,259) |
Interest expense, net | (28,459) | (44,625) |
Loss on change in fair value of derivative liability | (212,963) | |
Other income (expense), net | (23,402) | 324,821 |
Income (loss) from continuing operations, before income taxes | (741,563) | 130,937 |
Benefit from income taxes | ||
Income (loss) from continuing operations | (741,563) | 130,937 |
Discontinued operations: | ||
Gain on sale of discontinued operations, net of tax | 251,164 | |
Income from discontinued operations, net of tax | 251,164 | |
Net income (loss) | (490,399) | 130,937 |
Less: net loss attributable to non-controlling interest | (4,934) | |
Net income (loss) attributable to UPD Holding Corp. | $ (485,465) | $ 130,937 |
Basic and diluted earnings (loss) per share from: | ||
Continuing operations | $ 0 | $ 0 |
Discontinued operations | 0 | |
Basic and diluted earnings (loss) per share from: | $ 0 | $ 0 |
Weighted average shares outstanding | ||
Basic and diluted | 181,006,414 | 171,513,505 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | UpdHolding Corp Stockholders Equity Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Jun. 30, 2019 | $ 855,044 | $ 1,709,731 | $ (3,449,946) | $ (885,171) | $ (885,171) | ||
Shares, Issued, Beginning Balance at Jun. 30, 2019 | 171,008,684 | ||||||
Issuance of common stock for conversion of debt and interest | $ 7,211 | 136,981 | 144,192 | 144,192 | |||
Issuance of common stock for conversion of debt and interest (in shares) | 1,442,223 | ||||||
Related party debt and interest forgiveness | 25,920 | 25,920 | 25,920 | ||||
Net income | 130,937 | 130,937 | 130,937 | ||||
Net loss | 130,937 | ||||||
Ending balance, value at Jun. 30, 2020 | $ 862,255 | 1,872,632 | (3,319,009) | (584,122) | (584,122) | ||
Shares, Issued, Ending Balance at Jun. 30, 2020 | 172,450,907 | ||||||
Issuance of common stock for conversion of debt and interest | $ 22,300 | 124,570 | 146,870 | 146,870 | |||
Issuance of common stock for conversion of debt and interest (in shares) | 4,460,000 | ||||||
Issuance of common stock for acquisition of Vital Behavioral Health, Inc. | $ 84,200 | 437,840 | 522,040 | 522,040 | |||
Issuance of common stock for acquisition of Vital Behavioral Health,Inc (in shares) | 16,840,000 | ||||||
Cash received for minority interest in VBH Kentucky Inc. | 100,970 | 100,970 | (970) | 100,000 | |||
Reclassification of convertible instrument | (25,000) | (25,000) | (25,000) | ||||
Beneficial conversion feature for convertible debt | 25,000 | 25,000 | 25,000 | ||||
Stock based compensation | $ 5,000 | 22,150 | 27,150 | 27,150 | |||
Stock based compensation (in shares) | 1,000,000 | ||||||
Net loss | (485,465) | (485,465) | (4,934) | (490,399) | |||
Ending balance, value at Jun. 30, 2021 | $ 973,755 | $ 2,558,162 | $ (3,804,474) | $ (272,557) | $ (5,904) | $ (278,461) | |
Shares, Issued, Ending Balance at Jun. 30, 2021 | 194,750,907 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (490,399) | $ 130,937 |
(Income) loss from discontinued operations | ||
Gain on sale of discontinued operations | (251,164) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 6,702 | |
Stock-based compensation | 27,150 | |
Loss (gain) on settlement of debt | 23,402 | (324,821) |
Loss on change in fair value of derivative liability | 212,963 | |
Amortization of debt discount | 7,548 | |
Changes in operating assets and liabilities: | ||
Other assets | (2,365) | |
Assets held for sale | 755 | (755) |
Accrued interest | 20,911 | 46,548 |
Accounts payable | 112,469 | (6,974) |
Net cash used in operating activities - continuing operations | (332,028) | (155,065) |
Net cash used in operating activities - discontinued operations | (815) | |
Net cash used in operating activities | (332,843) | (155,065) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (46,745) | |
Cash acquired in business combination | 10,284 | |
Net cash used in investing activities | (36,461) | |
Cash flows from financing activities: | ||
Proceeds from related party notes payable | 30,000 | 10,000 |
Proceeds from issuance of non-controlling interest in VBH Kentucky Inc. | 100,000 | |
Proceeds from issuance of convertible notes payable | 115,000 | 165,129 |
Proceeds from issuance notes payable | 120,000 | |
Principal payments on notes payable | (6,561) | |
Net cash provided by financing activities | 365,000 | 168,568 |
Net increase (decrease) in cash and cash equivalents | (4,304) | 13,503 |
Cash and cash equivalents at beginning of period | 20,718 | 7,215 |
Cash and cash equivalents at end of period | 16,414 | 20,718 |
Cash paid for income taxes | ||
Cash paid for interest | 4,000 | |
Non-Cash Supplemental Disclosures | ||
Common stock issued for asset acquisition | 522,040 | |
Common stock issued for debt settlement | 140,870 | 130,000 |
Notes payable forgiven for asset disposition | 92,225 | 350,000 |
Notes payable forgiven in business acquisition | 120,000 | |
Related party debt forgiven | $ 21,000 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BUSINESS AND ORGANIZATION | NOTE 1 – BUSINESS AND ORGANIZATION UPD Holding Corp. (“UPD”, “Company”), incorporated in the State of Nevada, is a holding Company seeking to acquire assets and businesses to provide a competitive advantage through cost-sharing and other synergies. The Company is pursuing business development opportunities in the rehabilitation services industry. On February 16, 2021, UPD completed its acquisition of Vital Behavioral Health, Inc., which intends to operate U.S. facilities focusing on substance abuse treatment and offer various programs that help provide a continuum of care to its patients. The Company previously operated in the food and beverage industry through Record Street Brewing (“RSB”), which was sold as of December 31, 2020. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company consolidates the assets, liabilities, and operating results of its wholly owned and majority-owned subsidiaries: (i) iMetabolic Corp, a Nevada corporation; (ii) United Product Development Corp., a Nevada corporation; (iii) Vital Behavioral Health, Inc., a Nevada corporation (since February 16, 2021); (iv) VBH Frankfort LLC, a Nevada limited liability company (since February 16, 2021); (v) VSL Frankfort LLC, a Nevada limited liability company (since February 16, 2021); (vi) VBH Garden Grove Inc. (since February 17, 2021); (vii) VBH Kentucky Inc., a Nevada corporation (since March 16, 2021); and (viii) Record Street Brewing Co., a Nevada corporation (through December 31, 2020). All intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of 90 days of less at the date of purchase. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. As of June 30, 2021 and June 30, 2020 the Company did not have any cash equivalents or cash deposits in excess of the federally insured limits. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 these estimates. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The Company's financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts payable, and convertible and other notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The fair value of the Company’s derivative liabilities are estimated using a Black-Scholes option pricing model with Level 3 unobservable inputs. Prior to the fiscal year ended June 30, 2021 the Company did not have any instruments valued within Level 3 of the fair value hierarchy. Net Income (Loss) Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. Due to the incurrence of net losses, the Company did not include outstanding instruments convertible into common stock that would be anti-dilutive. Business Combinations Business combinations are accounted for at fair value. Acquisition costs are expensed as incurred and recorded in general and administrative expenses. Measurement period adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of goodwill, require acceleration of the amortization expense of finite-lived intangible assets, or the recognition of additional consideration which would be expensed. Lease Accounting The Company leases office space and outpatient clinical space under a lease arrangement. These properties are generally leased under noncancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease. Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of tenant improvements are the lesser of the estimated useful life of the asset or the term of the lease (2 years for current lease); furniture and fixtures are 5 7 3 5 The Company periodically reviews property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. Recoverability is assessed based on several factors, including the intention with respect to maintaining facilities and projected discounted cash flows from operations. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. Goodwill Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations. Goodwill is not amortized, instead goodwill is reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. Advertising Expense The Company recognizing advertising expense in the period in which it is incurred. For the fiscal year ended June 30, 2021 the Company incurred advertising expense of $ 11,500 Revenue Recognition The Company previously licensed its beer and beverage products to its customers. The royalties earned from these licensing agreements represent revenue earned under contracts in which the Company bills and collects from its licensee in arrears. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the Company satisfies its performance obligations. Revenues from licensing royalties are recognized when the Company’s performance obligations are satisfied upon its licensee’s sales to its customers. The Company primarily invoices its licensee on a quarterly basis, net of returns. The Company did not realize material revenues in the current period through the disposition date on December 31, 2020. The Company’s expected rehab service and facility revenue will be recognized in accordance with the same five core principles after meeting the applicable licensing requirements. Income Taxes The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not. For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute. In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required. The Company files income tax returns in the U.S. federal jurisdiction. Debt Issuance Costs Debt issuance costs incurred in connection with the issuance of long-term debt are capitalized, netted against debt principal for balance sheet purposes, and amortized to interest expense over the terms of the related debt agreements using the effective interest method. Derivative Liabilities The Company classifies all of its embedded debt conversion features, and other derivative financial instruments as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contracts that contain reset provisions. The Company assesses classification of its equity-linked instruments at each reporting date to determine whether a change in classification between equity and liabilities (assets) is required. As of June 30, 2021, the Company did not have enough authorized and unissued shares to settle all outstanding equity-linked instruments resulting in the reclassification of certain instruments to liability. The Company reclassifies outstanding instruments based on allocating the unissued shares to contracts with the earliest inception date resulting in the contracts with the latest inception date being recognized as liabilities first. The Company accounts for contracts convertible into common stock in excess of its authorized capital as derivative as liabilities. The derivative liabilities are re-measured at fair value with the changes in the value reported as a component of other income (expense) in the accompanying results of operations. The derivative liabilities are measured at fair value using a Black Scholes option pricing Model. The model is based on assumptions including quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the fair value hierarchy as established by US GAAP. As of June 30, 2021 all derivative liability contracts are convertible into a fixed number of shares of common stock. Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, has reoccurring net losses and net capital deficiency. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. Management provides no assurances that the Company will be successful in accomplishing any of its plans. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3- DISCONTINUED OPERATIONS On December 31, 2020, the Company discontinued its RSB operations 100 251,164 250,167 During the years ended June 30, 2021 and 2020, RSB did not engage in material operations or generate material revenues. The Company did not allocate any interest expense to discontinued operations apart from interest accrued on the obligations that were assumed. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 4 – ACQUISITIONS In February 2021, through a Stock Exchange Agreement (“Exchange Agreement”) in which 100 16,840,000 The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the Vital business combination: Description As of February 16, 2021 Fair value of 16,840,000 shares of restricted common stock $ 522,040 Lease liabilities 52,787 Other current liabilities 27,475 Notes payable forgiven (122,250 ) Total consideration $ 480,052 Cash 10,284 Right of use assets 52,787 Goodwill 416,981 Total assets acquired $ 480,052 Through the Vital acquisition, the Company intends to operate multiple facilities in the U.S. that will focus on substance abuse treatment and offer various programs that help provide a continuum of care to its patients. VBHF is intended to operate as an out-patient substance abuse treatment facility in Frankfort, Kentucky. VSLF is intended to offer sober-designated living quarters for individuals who are in recovery. Each of Vital, VBHF, and VSLF are in the early development stage and have not received any operational licenses or permits through the date of this report. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consists of the following: June 30, 2021 June 30, 2020 Computer equipment and software $ 5,304 $ Furniture and fixtures 18,465 - Leasehold improvements 22,976 - Property and equipment 46,745 - Accumulated depreciation (6,702 ) Property and equipment, net $ 40,043 $ - Depreciation for the year ended June 30, 2021 was $ 6,702 |
NOTES AND CONVERTIBLE NOTES PAY
NOTES AND CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES AND CONVERTIBLE NOTES PAYABLE | NOTE 6 – NOTES AND CONVERTIBLE NOTES PAYABLE The Company’s notes payable consists of the following Note Description June 30, June 30, Notes Payable: Notes payable matured in March 2018 with a nominal interest rate $ - $ 20,000 Related Party Notes Payable due October 2020 a nominal interest 114,560 84,560 Total Notes payable $ 114,560 $ 104,560 Accrued interest 13,199 8,900 Total notes payable, net $ 127,759 $ 113,460 *As of December 31,2020, $ 20,000 Throughout the fiscal year ended June 30, 2021 the Company did not have the financial resources to make current payments on these notes payable. All of the outstanding notes payable are due to officers of the Company who have informally agreed to defer payment until such time as the Company’s liquidity improves, however, they are under no formal obligation to continue to do so and may demand payment. The Company has not incurred significant penalties associated with the current defaults. The Company’s convertible notes payable consist of the following Convertible Note Description June 30, 2021 June 30, 2020 Notes payable convertible into common stock at $0.025 per share; nominal interest rate of 12%; and matured in April 2018 (related party) $ 65,000 $ 65,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in July 2020 (related party) - 65,129 Notes payable convertible into common stock at $0.05 per share; nominal interest rate of 12%; and matures in March 2022 100,000 - Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in February 2022 15,000 - Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the fourth quarter of fiscal 2021 (related party) - 50,000 Total Convertible notes payable $ 180,000 $ 180,129 Unamortized discount (17,452 ) - Convertible notes payable, net 162,548 180,129 Accrued interest 70,600 67,034 Total convertible notes payable, net $ 233,148 $ 247,163 The principal and interest of the Company’s outstanding convertible notes, with the exception of the related party notes totaling $ 65,000 April 2018 0.05 0.10 During the year ended June 30, 2021, a note holder became a related party through the acquisition (in a private transaction not involving the Company) of shares of outstanding common stock in excess of 5%. In October 2020, the Company issued the related party a note payable for total cash proceeds of $ 100,000 In December 2020, the Company settled related party convertible notes payable and accrued interest totaling approximately $ 69,000 3,900,000 23,000 As of June 30, 2020, the Company did not have enough authorized and unissued shares of common stock to settle all its convertible debt obligations. As a result, the Company recognized obligations to issue a total of 3,466,907 1.4 0.10 156,000 0.05 2,080,000 0.025 1,230,907 212,963 237,963 During the years ended June 30, 2021 the Company recognized interest expense on all outstanding notes and convertible notes payable totaling approximately $ 28,000 45,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS During the fiscal year ended June 30, 2021, the Company’s Chief Executive Officer (“CEO”) provided the Company $ 30,000 6 41,225 10,200 15,000 31,000 31,000 0.0125 As noted in Footnote 4, the Company acquired a 100 100,000 6 The Company sold an individual a 4.67 100,000 100,000 12 The convertible note matures in March 2022 and is convertible into restricted common stock at $0.05 per share. Effective December 31, 2020, Dr. George D. Shoenberger was appointed as a Board member of the Company. As of the date of the appointment and through June 30, 2021, Dr. Shoenberger held a convertible note payable issued in 2016 with an initial principal balance of $ 50,000 100,000 100,000 0.025 In May 2020, the Company entered into a 12 50,000 59 560,000 10,000,000 58,000 51,000 Throughout several of the most recent fiscal years, the Company received working capital advances from a significant shareholder. In December 2020, the Company settled the then outstanding obligations due to the shareholder totaling approximately $ 69,000 3,900,000 23,000 23,000 During the previous periods the Company’s Chief Operating Officer (“COO”) and Director made working capital advances to the Company that were converted to a promissory note payable. The notes accrue interest at a rate of 6 87,000 82,000 During the fiscal year ended June 30, 2021 certain previously outstanding shareholder advances totaling approximately $ 72,000 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 8 – STOCKHOLDERS EQUITY In June 2021, the Company issued a related party 560,000 56,000 In April 2021, the Company issued an investor a 4.67% non-controlling interest in its previously wholly-owned subsidiary VBH Kentucky, Inc. for cash proceeds totaling $ 100,000 In February 2021, the Company issued 16,840,000 522,000 In February 2021, the Company issued a consultant 500,000 16,000 In December 2020, the Company issued a related party 3,900,000 68,000 In December 2020, the Company issued a consultant 500,000 11,000 |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Jun. 30, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 9 – OPERATING LEASES As of June 30, 2021 the Company, through its Vital subsidiaries, has the following a non-cancelable lease arrangement: · Office facility intended to be used in its substance abuse treatment operations located in Frankfort, Kentucky (the “Frankfort Lease”). The term of the Frankfort Lease is twenty-four 2,365 7.7 February 1, 2021 The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease 2022 $ 28,380 2023 16,555 2024 - 2025 - 2026 - Total undiscounted cash payments 44,935 Less interest (2,488 ) Present value of payments $ 42,447 The weighted average remaining term of the Company’s non-cancelable operating leases as of June 30, 2021 was approximately 19 On January 14, 2021, our wholly owned subsidiary, United Product Development Corporation (the “Subsidiary”), a Nevada corporation, entered into a commercial lease (the “Lexington Lease”) with Athens Commons, LLC, a Kentucky limited liability company, for the lease of a 88,740 5532 Athens Boonsboro Road, Lexington, Kentucky 5-year 2 50,000 3 The Company was only obligated to pay $20,000 per month for up to the first six month until the property was re-zoned and licensed for the Company’s planned rehabilitation operations The total lease expense incurred during the year ended June 30, 2021, inclusive of the cancelled Lexington Lease, was $ 91,825 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES Income (loss) before provision (benefit) for income taxes June 30, 2021 June 30, 2020 United States $ (741,563 ) $ 130,937 Total income (loss) before provision (benefit) for income taxes $ (741,563 ) $ 130,937 The provision (benefit) for income taxes June 30, 2021 June 30, 2020 Current: Federal $ - $ - State - - Total current - - Deferred: Federal (16,863 ) 84,133 State - - Change in valuation allowance 16,863 (84,133 ) Total deferred - - Total provision (benefit) for income taxes $ - $ - The provision (benefit) for income tax differs from the amount computed by applying the statutory federal income tax rate June 30, 2021 June 30, 2020 Statutory federal income tax rate 21.0 % 21.0 % State tax provision - - Change in valuation allowance (13.0 ) 23.9 Permanent differences – Insolvency Exclusion (8.0 ) (44.9 ) Total provision for income taxes - % - % As of June 30, 2021 and 2020, the net deferred tax asset June 30, 2021 June 30, 2020 Deferred tax assets: Fixed assets $ 1,407 $ - Accrued expenses 3,150 - Lease liability 8,914 - Start-up expenditures 232,123 125,633 Net operating loss carryforwards - 127,910 Total gross deferred tax assets 245,594 253,543 Less valuation allowance (236,680 ) (253,543 ) Total deferred tax assets 8,914 - Deferred tax liabilities: Right-of-use asset (8,914 ) - Total deferred tax liabilities (8,914 ) - Net deferred tax asset/(liability) $ - $ - Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized in the future. The Company had cumulative losses from continuing operations in the U.S. for the three-year period ended June 30, 2021. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, as of June 30, 2021, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of June 30, 2021, a full valuation allowance of $231,937 has been recognized since it is more likely than not the deferred tax assets will not be utilized prior to expiration based on the information currently available to management. A reconciliation of the beginning and ending amount of the valuation allowance June 30, 2021 June 30, 2020 Valuation allowance at beginning of year $ 253,543 $ 269,000 Change in valuation allowance (16,863 ) (15,457 ) Valuation allowance at end of year $ 236,680 $ 253,543 On December 31, 2020, the Company discontinued its RSB operations, whereby 100% of the issued and outstanding common stock of RSB was assigned to RSB’s co-founder. As of December 31, 2020, all of the Company’s net operating losses were generated by RSB and had not been utilized, and the net operating losses were retained by RSB after the Company discontinued its RSB operations. The $ 251,164 The Company estimates the impact of a tax position recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of June 30, 2021, the Company had no liability for unrecognized tax benefits. The Company files U.S. and California tax returns, with various statutes of limitation. As of June 30, 2021, the tax returns for fiscal year 2014 through fiscal year 2021 remain subject to examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. As of June 30, 2021, there are no income tax returns currently under audit. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS In August 2021, the Company the Company’s majority-owned subsidiary received a license to operate a non-hospital based alcohol and other drug treatment facility from the Kentucky Cabinet for Health and Family Services Office of the Inspector General. In August 2021, the Company entered into a promissory note with a lender in which the Company received cash proceeds totaling $ 500,000 August 2022 12 1,000,000 0.005 five In August 2021, Vital Behavioral Health, Inc. leased a facility in Fayetteville, Georgia with an initial base rent of $ 13,617 18 In August 2021, Vital Behavioral Health, Inc. leased apartment facilities in Frankfort, Kentucky with base rent totaling $ 8,595 12 In July 2021, the Company entered into a total of $ 40,000 12 July 2022 0.05 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company consolidates the assets, liabilities, and operating results of its wholly owned and majority-owned subsidiaries: (i) iMetabolic Corp, a Nevada corporation; (ii) United Product Development Corp., a Nevada corporation; (iii) Vital Behavioral Health, Inc., a Nevada corporation (since February 16, 2021); (iv) VBH Frankfort LLC, a Nevada limited liability company (since February 16, 2021); (v) VSL Frankfort LLC, a Nevada limited liability company (since February 16, 2021); (vi) VBH Garden Grove Inc. (since February 17, 2021); (vii) VBH Kentucky Inc., a Nevada corporation (since March 16, 2021); and (viii) Record Street Brewing Co., a Nevada corporation (through December 31, 2020). All intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of 90 days of less at the date of purchase. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. As of June 30, 2021 and June 30, 2020 the Company did not have any cash equivalents or cash deposits in excess of the federally insured limits. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The Company's financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts payable, and convertible and other notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The fair value of the Company’s derivative liabilities are estimated using a Black-Scholes option pricing model with Level 3 unobservable inputs. Prior to the fiscal year ended June 30, 2021 the Company did not have any instruments valued within Level 3 of the fair value hierarchy. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. Due to the incurrence of net losses, the Company did not include outstanding instruments convertible into common stock that would be anti-dilutive. |
Business Combinations | Business Combinations Business combinations are accounted for at fair value. Acquisition costs are expensed as incurred and recorded in general and administrative expenses. Measurement period adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of goodwill, require acceleration of the amortization expense of finite-lived intangible assets, or the recognition of additional consideration which would be expensed. |
Lease Accounting | Lease Accounting The Company leases office space and outpatient clinical space under a lease arrangement. These properties are generally leased under noncancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease. |
Property and Equipment | Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of tenant improvements are the lesser of the estimated useful life of the asset or the term of the lease (2 years for current lease); furniture and fixtures are 5 7 3 5 The Company periodically reviews property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. Recoverability is assessed based on several factors, including the intention with respect to maintaining facilities and projected discounted cash flows from operations. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. |
Goodwill | Goodwill Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations. Goodwill is not amortized, instead goodwill is reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. |
Advertising Expense | Advertising Expense The Company recognizing advertising expense in the period in which it is incurred. For the fiscal year ended June 30, 2021 the Company incurred advertising expense of $ 11,500 |
Revenue Recognition | Revenue Recognition The Company previously licensed its beer and beverage products to its customers. The royalties earned from these licensing agreements represent revenue earned under contracts in which the Company bills and collects from its licensee in arrears. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the Company satisfies its performance obligations. Revenues from licensing royalties are recognized when the Company’s performance obligations are satisfied upon its licensee’s sales to its customers. The Company primarily invoices its licensee on a quarterly basis, net of returns. The Company did not realize material revenues in the current period through the disposition date on December 31, 2020. The Company’s expected rehab service and facility revenue will be recognized in accordance with the same five core principles after meeting the applicable licensing requirements. |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not. For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute. In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required. The Company files income tax returns in the U.S. federal jurisdiction. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs incurred in connection with the issuance of long-term debt are capitalized, netted against debt principal for balance sheet purposes, and amortized to interest expense over the terms of the related debt agreements using the effective interest method. |
Derivative Liabilities | Derivative Liabilities The Company classifies all of its embedded debt conversion features, and other derivative financial instruments as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contracts that contain reset provisions. The Company assesses classification of its equity-linked instruments at each reporting date to determine whether a change in classification between equity and liabilities (assets) is required. As of June 30, 2021, the Company did not have enough authorized and unissued shares to settle all outstanding equity-linked instruments resulting in the reclassification of certain instruments to liability. The Company reclassifies outstanding instruments based on allocating the unissued shares to contracts with the earliest inception date resulting in the contracts with the latest inception date being recognized as liabilities first. The Company accounts for contracts convertible into common stock in excess of its authorized capital as derivative as liabilities. The derivative liabilities are re-measured at fair value with the changes in the value reported as a component of other income (expense) in the accompanying results of operations. The derivative liabilities are measured at fair value using a Black Scholes option pricing Model. The model is based on assumptions including quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the fair value hierarchy as established by US GAAP. As of June 30, 2021 all derivative liability contracts are convertible into a fixed number of shares of common stock. |
Going Concern | Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, has reoccurring net losses and net capital deficiency. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. Management provides no assurances that the Company will be successful in accomplishing any of its plans. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the Vital business combination: | The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the Vital business combination: Description As of February 16, 2021 Fair value of 16,840,000 shares of restricted common stock $ 522,040 Lease liabilities 52,787 Other current liabilities 27,475 Notes payable forgiven (122,250 ) Total consideration $ 480,052 Cash 10,284 Right of use assets 52,787 Goodwill 416,981 Total assets acquired $ 480,052 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment consists of the following: | Property and equipment consists of the following: June 30, 2021 June 30, 2020 Computer equipment and software $ 5,304 $ Furniture and fixtures 18,465 - Leasehold improvements 22,976 - Property and equipment 46,745 - Accumulated depreciation (6,702 ) Property and equipment, net $ 40,043 $ - |
NOTES AND CONVERTIBLE NOTES P_2
NOTES AND CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
The Company’s notes payable consists of the following | The Company’s notes payable consists of the following Note Description June 30, June 30, Notes Payable: Notes payable matured in March 2018 with a nominal interest rate $ - $ 20,000 Related Party Notes Payable due October 2020 a nominal interest 114,560 84,560 Total Notes payable $ 114,560 $ 104,560 Accrued interest 13,199 8,900 Total notes payable, net $ 127,759 $ 113,460 *As of December 31,2020, $ 20,000 |
The Company’s convertible notes payable consist of the following | The Company’s convertible notes payable consist of the following Convertible Note Description June 30, 2021 June 30, 2020 Notes payable convertible into common stock at $0.025 per share; nominal interest rate of 12%; and matured in April 2018 (related party) $ 65,000 $ 65,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in July 2020 (related party) - 65,129 Notes payable convertible into common stock at $0.05 per share; nominal interest rate of 12%; and matures in March 2022 100,000 - Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in February 2022 15,000 - Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the fourth quarter of fiscal 2021 (related party) - 50,000 Total Convertible notes payable $ 180,000 $ 180,129 Unamortized discount (17,452 ) - Convertible notes payable, net 162,548 180,129 Accrued interest 70,600 67,034 Total convertible notes payable, net $ 233,148 $ 247,163 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Operating Leases | |
The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease | The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease 2022 $ 28,380 2023 16,555 2024 - 2025 - 2026 - Total undiscounted cash payments 44,935 Less interest (2,488 ) Present value of payments $ 42,447 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income (loss) before provision (benefit) for income taxes | Income (loss) before provision (benefit) for income taxes June 30, 2021 June 30, 2020 United States $ (741,563 ) $ 130,937 Total income (loss) before provision (benefit) for income taxes $ (741,563 ) $ 130,937 |
provision (benefit) for income taxes | The provision (benefit) for income taxes June 30, 2021 June 30, 2020 Current: Federal $ - $ - State - - Total current - - Deferred: Federal (16,863 ) 84,133 State - - Change in valuation allowance 16,863 (84,133 ) Total deferred - - Total provision (benefit) for income taxes $ - $ - |
provision (benefit) for income tax differs from the amount computed by applying the statutory federal income tax rate | The provision (benefit) for income tax differs from the amount computed by applying the statutory federal income tax rate June 30, 2021 June 30, 2020 Statutory federal income tax rate 21.0 % 21.0 % State tax provision - - Change in valuation allowance (13.0 ) 23.9 Permanent differences – Insolvency Exclusion (8.0 ) (44.9 ) Total provision for income taxes - % - % |
net deferred tax asset | As of June 30, 2021 and 2020, the net deferred tax asset June 30, 2021 June 30, 2020 Deferred tax assets: Fixed assets $ 1,407 $ - Accrued expenses 3,150 - Lease liability 8,914 - Start-up expenditures 232,123 125,633 Net operating loss carryforwards - 127,910 Total gross deferred tax assets 245,594 253,543 Less valuation allowance (236,680 ) (253,543 ) Total deferred tax assets 8,914 - Deferred tax liabilities: Right-of-use asset (8,914 ) - Total deferred tax liabilities (8,914 ) - Net deferred tax asset/(liability) $ - $ - |
reconciliation of the beginning and ending amount of the valuation allowance | Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized in the future. The Company had cumulative losses from continuing operations in the U.S. for the three-year period ended June 30, 2021. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, as of June 30, 2021, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of June 30, 2021, a full valuation allowance of $231,937 has been recognized since it is more likely than not the deferred tax assets will not be utilized prior to expiration based on the information currently available to management. A reconciliation of the beginning and ending amount of the valuation allowance June 30, 2021 June 30, 2020 Valuation allowance at beginning of year $ 253,543 $ 269,000 Change in valuation allowance (16,863 ) (15,457 ) Valuation allowance at end of year $ 236,680 $ 253,543 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Advertising expense | $ 11,500 | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - Discontinued Operations [Member] - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discontinued operation name | RSB operations | |
Percentage of issued and outstanding stock | 100.00% | |
Outstanding liabilities | $ 251,164 | |
Liabilities related to assets sold | $ 250,167 |
The following table represents
The following table represents the fair value of the consideration paid allocated to the assets and liabilities acquired in applying the acquisition method for the completion of the Vital business combination: (Details) - USD ($) | Feb. 16, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 416,981 | ||
Vital Behavioral Health Inc [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of 16,840,000 shares of restricted common stock | $ 522,040 | ||
Lease liabilities | 52,787 | ||
Other current liabilities | 27,475 | ||
Notes payable forgiven | (122,250) | ||
Total consideration | 480,052 | ||
Cash | 10,284 | ||
Right of use assets | 52,787 | ||
Goodwill | 416,981 | ||
Total assets acquired | $ 480,052 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - Vital Behavioral Health Inc [Member] | 1 Months Ended |
Feb. 28, 2021shares | |
Business Acquisition [Line Items] | |
Percentage of acquired outstanding shares | 100.00% |
Stock Exchange Agreement [Member] | |
Business Acquisition [Line Items] | |
Percentage of acquired outstanding shares | 100.00% |
Number of issuance restricted common stock | 16,840,000 |
Property and equipment consists
Property and equipment consists of the following: (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 46,745 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (6,702) | |
Property, Plant and Equipment, Net | 40,043 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,304 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18,465 | |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 22,976 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation | $ 6,702 |
The Company_s notes payable con
The Company’s notes payable consists of the following (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Short-term Debt [Line Items] | ||
Total Notes payable | $ 114,560 | $ 104,560 |
Accrued interest | 13,199 | 8,900 |
Total notes payable, net | 127,759 | 113,460 |
12% Notes payble Due in March 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes payable | 20,000 | |
6% Related party Notes payble Due in october 2020 [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes payable | $ 114,560 | $ 84,560 |
The Company_s convertible notes
The Company’s convertible notes payable consist of the following (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Short-term Debt [Line Items] | ||
Total Convertible notes payable | $ 180,000 | $ 180,129 |
Unamortized discount | (17,452) | |
Convertible notes payable, net | 162,548 | 180,129 |
Accrued interest | 70,600 | 67,034 |
Total convertible notes payable, net | 233,148 | 247,163 |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | 65,000 | 65,000 |
Convertible Notes Payable Seven [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | 65,129 | |
Convertible Notes Payable Three [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | 100,000 | |
Convertible Notes Payable Four [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | 15,000 | |
Convertible Notes Payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | $ 50,000 |
NOTES AND CONVERTIBLE NOTES P_3
NOTES AND CONVERTIBLE NOTES PAYABLE (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)shares | Oct. 31, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($)$ / sharesshares | |
Short-term Debt [Line Items] | ||||
Convertible notes payable | $ 180,000 | $ 180,129 | ||
Maturity date | April 2018 | |||
Gain on settlement | $ (23,402) | 324,821 | ||
Issuance of common stock for conversion of related party debt and interest | shares | 3,900,000 | |||
Estimated fair value of the stock issued | 23,000 | |||
Loss on change in fair value of derivative liability | 212,963 | |||
Derivative Liability | 237,963 | |||
Interest expense | $ 28,000 | $ 45,000 | ||
Derivative Financial Instruments, Liabilities [Member] | ||||
Short-term Debt [Line Items] | ||||
Shares issued | shares | 3,466,907 | |||
Risk free interest | 0.014 | |||
Derivative Financial Instruments, Liabilities [Member] | Tranche One [Member] | ||||
Short-term Debt [Line Items] | ||||
Shares issued | shares | 156,000 | |||
Conversion price | $ / shares | $ 0.10 | |||
Derivative Financial Instruments, Liabilities [Member] | Tranche Two [Member] | ||||
Short-term Debt [Line Items] | ||||
Shares issued | shares | 2,080,000 | |||
Conversion price | $ / shares | $ 0.05 | |||
Derivative Financial Instruments, Liabilities [Member] | Tranche Three [Member] | ||||
Short-term Debt [Line Items] | ||||
Shares issued | shares | 1,230,907 | |||
Conversion price | $ / shares | $ 0.025 | |||
Related Party [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from notes payable | $ 100,000 | |||
Related Party [Member] | Common Stock [Member] | ||||
Short-term Debt [Line Items] | ||||
Stock in excess percent | 5.00% | |||
12% Notes payble Due in December 2019 [Member] | ||||
Short-term Debt [Line Items] | ||||
Notes payable | $ 20,000 | |||
Gain on settlement | $ 69,000 | |||
Convertible Notes Payable [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible notes payable | $ 65,000 | $ 65,000 | ||
Convertible Notes Payable [Member] | Related Party [Member] | ||||
Short-term Debt [Line Items] | ||||
Convertible notes payable | $ 65,000 | |||
Share price | $ / shares | $ 0.10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | May 31, 2020 | Sep. 30, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 28, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party | $ 30,000 | $ 10,000 | ||||||
Principal balance | 180,000 | 180,129 | ||||||
Due to related parties | $ 69,000 | |||||||
Issuance of restricted common stock | 3,900,000 | |||||||
Settlement amount | 23,000 | |||||||
Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party | 72,000 | |||||||
Cash proceeds | $ 100,000 | |||||||
Vital Behavioral Health Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquired interest | 100.00% | |||||||
Promissory note payable | $ 100,000 | |||||||
Promissory note payable percent | 6.00% | |||||||
Owner percentage | 59.00% | |||||||
Shares of restricted common stock. | 560,000 | |||||||
Acquisition share issued | 10,000,000 | |||||||
Working capital advances | $ 58,000 | |||||||
Due to related parties | 51,000 | |||||||
VBH Kentucky [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash proceeds | $ 100,000 | |||||||
Non-controlling interest | 4.67% | |||||||
Principal balance | $ 100,000 | |||||||
Convertible note payable | $ 100,000 | |||||||
Accrue interest rate | 12.00% | |||||||
Description of convertible note | The convertible note matures in March 2022 and is convertible into restricted common stock at $0.05 per share. | |||||||
Business Acquisition [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Settlement amount | 23,000 | |||||||
Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash proceeds | $ 50,000 | |||||||
Owner percentage | 12.00% | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party | $ 30,000 | |||||||
Exchange rate | 6.00% | |||||||
Accrued interest | $ 41,225 | 10,200 | ||||||
Convertible note | $ 31,000 | 31,000 | ||||||
Conversion rate | $ 0.0125 | |||||||
Chief Executive Officer [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash proceeds | $ 15,000 | |||||||
Board [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash proceeds | $ 100,000 | 100,000 | ||||||
Conversion rate | $ 0.025 | |||||||
Principal balance | $ 50,000 | |||||||
Chief Operating Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrue interest rate | 6.00% | |||||||
Due to related parties | $ 87,000 | $ 82,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2021 | Feb. 28, 2021 | Feb. 21, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Accured interest amount | $ 146,870 | $ 144,192 | |||||
Total consideration | $ 27,150 | ||||||
VBH Kentucky [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Proceeds from Notes Payable | $ 100,000 | ||||||
Vital Behavioral Health Inc [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Number of fully vested shares issued | 16,840,000 | ||||||
Total consideration | $ 522,000 | ||||||
Related Party [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Issuance of common stock for conversion of related party debt and interest (in shares) | 3,900,000 | 560,000 | |||||
Accured interest amount | $ 68,000 | $ 56,000 | |||||
Proceeds from Notes Payable | $ 100,000 | ||||||
Consultant [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Number of fully vested shares issued | 500,000 | 500,000 | |||||
Total consideration | $ 16,000 | $ 11,000 |
The following table summarizes
The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease (Details) | Jun. 30, 2021USD ($) |
Operating Leases | |
2022 | $ 28,380 |
2023 | 16,555 |
2024 | |
2025 | |
2026 | |
Total undiscounted cash payments | 44,935 |
Less interest | (2,488) |
Present value of payments | $ 42,447 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) | Jan. 14, 2021USD ($)ft² | Jun. 30, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cancellation of lease | $ 91,825 | |
Athens Commons LLC [Member] | United Product Development Corporation [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease term | 5 years | |
Monthly lease payment | $ 50,000 | |
Area of building | ft² | 88,740 | |
Location | 5532 Athens Boonsboro Road, Lexington, Kentucky | |
Lease renewal term | 2 years | |
Percentage of rental increase for succeding lease year | 3.00% | |
Description of lease | The Company was only obligated to pay $20,000 per month for up to the first six month until the property was re-zoned and licensed for the Company’s planned rehabilitation operations | |
Non Cancelable Lease Arrangement [Member] | Frankfort Lease [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease term | 24 months | |
Monthly lease payment | $ 2,365 | |
Discount rate | 7.70% | |
Commenced date | Feb. 1, 2021 | |
Weighted average term | 19 months |
Income (loss) before provision
Income (loss) before provision (benefit) for income taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (741,563) | $ 130,937 |
Total income (loss) before provision (benefit) for income taxes | $ (741,563) | $ 130,937 |
provision (benefit) for income
provision (benefit) for income taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Current: | ||
Federal | ||
State | ||
Total current | ||
Deferred: | ||
Federal | (16,863) | 84,133 |
State | ||
Change in valuation allowance | 16,863 | (84,133) |
Total deferred | ||
Total provision (benefit) for income taxes |
provision (benefit) for incom_2
provision (benefit) for income tax differs from the amount computed by applying the statutory federal income tax rate (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State tax provision | (0.00%) | (0.00%) |
Change in valuation allowance | (13.00%) | 23.90% |
Permanent differences – Insolvency Exclusion | (8.00%) | (44.90%) |
Total provision for income taxes | (0.00%) | (0.00%) |
net deferred tax asset (Details
net deferred tax asset (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets: | |||
Fixed assets | $ 1,407 | ||
Accrued expenses | 3,150 | ||
Lease liability | 8,914 | ||
Start-up expenditures | 232,123 | 125,633 | |
Net operating loss carryforwards | 127,910 | ||
Total gross deferred tax assets | 245,594 | 253,543 | |
Less valuation allowance | (236,680) | (253,543) | $ (269,000) |
Total deferred tax assets | 8,914 | ||
Deferred tax liabilities: | |||
Right-of-use asset | (8,914) | ||
Total deferred tax liabilities | (8,914) | ||
Net deferred tax asset/(liability) |
reconciliation of the beginning
reconciliation of the beginning and ending amount of the valuation allowance (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance at beginning of year | $ 253,543 | $ 269,000 |
Change in valuation allowance | (16,863) | (15,457) |
Valuation allowance at end of year | $ 236,680 | $ 253,543 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Gain on sale from discontinued operations | $ 251,164 | $ 251,164 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Subsequent Event [Line Items] | ||||
Convertible notes payable | $ 180,000 | $ 180,129 | ||
Maturity date | April 2018 | |||
Exercise price | $ 0.005 | |||
Debt term | 5 years | |||
Warrant [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible notes payable | $ 1,000,000 | |||
Subsequent Event [Member] | Subsidiaries [Member] | ||||
Subsequent Event [Line Items] | ||||
Monthly rent | 13,617 | |||
Advance rent per month | 8,595 | |||
Promissory Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible notes payable | $ 500,000 | $ 40,000 | ||
Maturity date | August 2022 | July 2022 | ||
Interest rate | 12.00% | 12.00% | ||
Lease term | 18 months | |||
lease term One | 12 months | |||
Conversion price (in dollars per share) | $ 0.05 |