Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Nov. 18, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q1 | |
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, $.005 par value | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 194,750,907 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 162,930 | $ 16,414 |
Total current assets | 162,930 | 16,414 |
Property and equipment, net | 87,833 | 40,043 |
Right of use asset, net | 241,210 | 42,447 |
Other assets | 25,960 | 2,365 |
Goodwill | 416,981 | 416,981 |
Total assets | 934,914 | 518,250 |
Current liabilities: | ||
Accounts payable | 115,871 | 155,394 |
Accrued interest | 89,817 | 83,799 |
Convertible notes payable, net of discount | 190,415 | 162,548 |
Derivative liability | 276,906 | 237,963 |
Notes payable, net | 439,500 | |
Related party notes payable | 117,560 | 114,560 |
Lease liability | 177,763 | 26,206 |
Total current liabilities | 1,407,832 | 780,470 |
Lease liability, net of current portion | 63,713 | 16,241 |
Total liabilities | 1,471,545 | 796,711 |
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 issued and outstanding at September 30, 2021 and June 30, 2021, respectively | 973,755 | 973,755 |
Additional paid-in-capital | 2,648,362 | 2,558,162 |
Stock payable | 16,210 | |
Accumulated deficit | (4,164,288) | (3,804,474) |
Total UPD Holding Corp. stockholders' deficit | (525,961) | (272,557) |
Non-controlling interest | (10,670) | (5,904) |
Total stockholders' deficit | (536,631) | (278,461) |
Total liabilities and stockholders' deficit | $ 934,914 | $ 518,250 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
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 | 194,750,907 |
Common stock, outstanding | 194,750,907 | 194,750,907 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||
Net revenue | ||
Operating costs and expenses: | ||
Professional fees | 57,817 | 45,616 |
General and administrative | 240,161 | 2,480 |
Total operating costs and expenses | 297,978 | 48,096 |
Operating loss | (297,978) | (48,096) |
Interest expense, net | (27,659) | (5,859) |
Loss on change in fair value of derivative liability | (38,943) | |
Loss from continuing operations, before income taxes | (364,580) | (53,955) |
Provision for income taxes | ||
Net loss | (364,580) | (53,955) |
Less: net loss attributable to non-controlling interest | (4,766) | |
Net loss attributable to UPD Holding Corp. | $ (359,814) | $ (53,955) |
Basic and diluted loss per share from: | $ 0 | $ 0 |
Weighted average shares outstanding | ||
Basic and diluted | 194,750,907 | 172,450,907 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Upd Holding Corp Stockholders Equity Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Jun. 30, 2020 | $ 862,255 | $ 1,872,632 | $ (3,319,009) | $ (584,122) | $ (584,122) | |||
Shares, Issued, Beginning Balance, shares at Jun. 30, 2020 | 172,450.907 | |||||||
Net loss | (53,955) | (53,955) | (53,955) | |||||
Ending balance, value at Sep. 30, 2020 | $ 862,255 | 1,872,632 | (3,372,964) | (638,077) | (638,077) | |||
Shares, Issued, Closing Ending balance, shares at Sep. 30, 2020 | 172,450,907 | |||||||
Beginning balance, value at Jun. 30, 2021 | $ 973,755 | 2,558,162 | (3,804,474) | (272,557) | (5,904) | (278,461) | ||
Shares, Issued, Beginning Balance, shares at Jun. 30, 2021 | 194,750,907 | |||||||
Beneficial conversion feature for convertible debt | 24,200 | 24,200 | 24,200 | |||||
Fair value of warrants issued with debt | 66,000 | 66,000 | 66,000 | |||||
Debt settlement of liabilities | 16,210 | 16,210 | 16,210 | |||||
Net loss | (359,814) | (359,814) | (4,766) | (364,580) | ||||
Ending balance, value at Sep. 30, 2021 | $ 973,755 | $ 2,648,362 | $ 16,210 | $ (4,164,288) | $ (525,961) | $ (10,670) | $ (536,631) | |
Shares, Issued, Closing Ending balance, shares at Sep. 30, 2021 | 194,750,907 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (364,580) | $ (53,955) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 9,017 | |
Loss on change in fair value of derivative liability | 38,943 | |
Non-cash warrant amortization | 5,500 | |
Amortization of debt discount | 11,067 | |
Changes in operating assets and liabilities: | ||
Other assets | (23,595) | |
Accrued interest | 11,018 | 5,859 |
Accounts payable | (23,047) | 30,831 |
Net cash used in operating activities | (335,677) | (17,265) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (56,807) | |
Net cash used in investing activities | (56,807) | |
Cash flows from financing activities: | ||
Proceeds from related party notes payable | 3,000 | |
Proceeds from issuance of convertible notes payable | 41,000 | |
Proceeds from issuance notes payable | 500,000 | |
Interest payments on notes payable | (5,000) | |
Net cash provided by financing activities | 539,000 | |
Net increase (decrease) in cash and cash equivalents | 146,516 | (17,265) |
Cash and cash equivalents at beginning of period | 16,414 | 20,718 |
Cash and cash equivalents at end of period | 162,930 | 3,453 |
Cash paid for income taxes | ||
Cash paid for interest | 5,000 | |
Non-Cash Supplemental Disclosures | ||
Debt settlement with stock payable | 16,210 | |
Debt discount on convertible notes | 24,200 | |
Warrant discount issued on debt | $ 66,000 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 3 Months Ended |
Sep. 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 | 3 Months Ended |
Sep. 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 September 30, 2021 and June 30, 2021 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 non-cancelable 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 non-cancelable 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 three months ended September 30, 2021 the Company incurred advertising expense of $ 1,160 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 September 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 | 3 Months Ended |
Sep. 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 During the three months ended September 30, 2021, and the year ended June 30, 2021 , 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 | 3 Months Ended |
Sep. 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 | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: September 30, June 30, 2021 2021 Furniture and fixtures $ 7,426 $ 5,304 Computer equipment and software 18,465 18,465 Leasehold improvements 77,660 22,976 Property and equipment 103,552 46,745 Accumulated depreciation (15,719 ) (6,702 ) Property and equipment, net $ 87,833 $ 40,043 Depreciation during the three months ended September 30, 2021, and the year ended June 30, 2021, was $ 9,017 6,702 |
NOTES AND CONVERTIBLE NOTES PAY
NOTES AND CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Sep. 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 September 30, June 30, Notes Payable: Related Party Notes Payable due October 2020 a nominal interest $ 117,560 $ 114,560 Notes Payable due August 2022 a nominal interest 500,000 - Total Notes payable $ 617,560 $ 114,560 Unamortized discount (60,500 ) - Notes payable, net 557,060 114,560 Accrued interest 14,496 13,199 Total notes payable, net $ 572,006 $ 127,759 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. 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 66,000 The Company’s convertible notes payable consist of the following September 30, June 30, Convertible Note Description 2021 2021 Notes payable convertible into common stock at $0.025 per share; $ 65,000 $ 65,000 Notes payable convertible into common stock at $0.05 per share; 100,000 100,000 Notes payable convertible into common stock at $0.10 per share; 15,000 15,000 Notes payable convertible into common stock at $0.05 per share; 41,000 - Total Convertible notes payable $ 221,000 $ 180,000 Unamortized discount (30,585 ) (17,452 ) Convertible notes payable, net 190,415 162,548 Accrued interest 74,870 70,600 Total convertible notes payable, net $ 265,285 $ 233,148 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 In July 2021, the Company entered into a total of $ 41,000 12 July 2022 0.05 As of September 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 4,367,807 The Company measures the changes in the fair value of its derivative obligations using a Black-Scholes option pricing model with a volatility assumption of 125.98%; an expected term equal to the remaining term of the contract on the reclassification date (between eight to twelve months for fiscal 2021); a risk-free rate of approximately 1%; and conversion prices of $0.10 (160,500 shares), $0.05 (2,976,400 shares), and $0.025 (1,230,907 shares). For the three months ended September 30, 2021, the Company recognized a loss on the change in the fair value of derivative liabilities of $38,943 in other income (loss) in the accompanying consolidated statements of operations. 237,963 During the three months ended September 30, 2021, and the year ended June 30, 2021, the Company received $ 544,000 265,000 5,000 0 During the three months ended September 30, 2021, and the year ended June 30, 2021, the Company made no payments on the outstanding notes and convertible notes payable, and recorded $ 11,092 20,911 16,567 7,548 89,817 83,799 838,560 294,560 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 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 44,855 41,225 15,000 31,000 31,000 0.0125 As noted in Note 4, the Company acquired a 100 100,000 6 The Company sold an individual a 4.67 100,000 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 September 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 88,000 87,000 During the fiscal year ended June 30, 2021, certain previously outstanding shareholder advances totaling approximately $ 72,000 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Sep. 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 Stock Payable On September 2, 2021, the Company entered into certain Mutual Release and Settlement Agreement with Athens Common, LLC to extinguish $ 31,310 231,572 0.001 15,000 0.07 16,210 Warrants In August 2021, the Company issued the lender 1,000,000 warrants convertible into restricted shares of common stock at an exercise price of $0.005 per share for a period of five years. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $66,000 as a discount. The following table summarizes the Company's warrant transactions during the three months ended September 30, 2021, and year ended June 30, 2021: Number of Weighted Outstanding at year ended June 30, 2020 - $ - Granted - - Exercised - - Expired - - Outstanding at year ended June 30, 2021 - $ - Granted 1,000,000 0.005 Exercised - - Expired - - Outstanding at three months ended September 30, 2021 1,000,000 $ 0.005 Warrants granted in the three months ended September 30, 2021, were valued using the Black Scholes Model with the risk-free interest rate of 0.78 5 years 0 420.52 |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Sep. 30, 2021 | |
Operating Leases | |
OPERATING LEASES | NOTE 9 – OPERATING LEASES As of September 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 · Vital Behavioral Health, Inc. leased a facility in Fayetteville, Georgia with an initial base rent of $ 13,617 18 5 7.7 August 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 $ 141,138 2023 112,171 2024 - 2025 - 2026 - Total undiscounted cash payments 253,309 Less interest (11,833 ) Present value of payments $ 241,476 The weighted average remaining term of the Company’s non-cancelable operating leases as of September 30, 2021, was approximately 16 months 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 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 On September 2, 2021, the Company entered into certain Mutual Release and Settlement Agreement with Athens Common, LLC to extinguish $ 31,310 All parties agreed to a total exchange of 231,572 shares of common Stock of the Corporation, par value $0.001 per share, as payment for the settlement along with $15,000 in cash. The shares were valued using the stock price $0.07 on the date of the agreement resulting in $16,210 recorded in equity as stock payable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On October 8, 2021, International Metabolic Institute, LLC, a Nevada Limited Liability Company (as the Licensor), completed a Mutual Termination of License Agreement with our wholly owned subsidiary, iMetabolic, Inc. (as the Licensee). The termination agreement terminated the Licensor’s licensing to our subsidiary, iMetabolic, Inc., the Licensee, to commercialize consumer products pursuant to the trademarked brand, “iMetabolic” in exchange for the Licensee’s payment of certain compensation to the Licensor. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 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 September 30, 2021 and June 30, 2021 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 non-cancelable 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 non-cancelable 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 three months ended September 30, 2021 the Company incurred advertising expense of $ 1,160 |
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 September 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) | 3 Months Ended |
Sep. 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) | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment consist of the following: | Property and equipment consist of the following: September 30, June 30, 2021 2021 Furniture and fixtures $ 7,426 $ 5,304 Computer equipment and software 18,465 18,465 Leasehold improvements 77,660 22,976 Property and equipment 103,552 46,745 Accumulated depreciation (15,719 ) (6,702 ) Property and equipment, net $ 87,833 $ 40,043 |
NOTES AND CONVERTIBLE NOTES P_2
NOTES AND CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Sep. 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 September 30, June 30, Notes Payable: Related Party Notes Payable due October 2020 a nominal interest $ 117,560 $ 114,560 Notes Payable due August 2022 a nominal interest 500,000 - Total Notes payable $ 617,560 $ 114,560 Unamortized discount (60,500 ) - Notes payable, net 557,060 114,560 Accrued interest 14,496 13,199 Total notes payable, net $ 572,006 $ 127,759 |
The Company’s convertible notes payable consist of the following | The Company’s convertible notes payable consist of the following September 30, June 30, Convertible Note Description 2021 2021 Notes payable convertible into common stock at $0.025 per share; $ 65,000 $ 65,000 Notes payable convertible into common stock at $0.05 per share; 100,000 100,000 Notes payable convertible into common stock at $0.10 per share; 15,000 15,000 Notes payable convertible into common stock at $0.05 per share; 41,000 - Total Convertible notes payable $ 221,000 $ 180,000 Unamortized discount (30,585 ) (17,452 ) Convertible notes payable, net 190,415 162,548 Accrued interest 74,870 70,600 Total convertible notes payable, net $ 265,285 $ 233,148 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
The following table summarizes the Company's warrant transactions during the three months ended September 30, 2021, and year ended June 30, 2021: | The following table summarizes the Company's warrant transactions during the three months ended September 30, 2021, and year ended June 30, 2021: Number of Weighted Outstanding at year ended June 30, 2020 - $ - Granted - - Exercised - - Expired - - Outstanding at year ended June 30, 2021 - $ - Granted 1,000,000 0.005 Exercised - - Expired - - Outstanding at three months ended September 30, 2021 1,000,000 $ 0.005 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Sep. 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 $ 141,138 2023 112,171 2024 - 2025 - 2026 - Total undiscounted cash payments 253,309 Less interest (11,833 ) Present value of payments $ 241,476 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Property, Plant and Equipment [Line Items] | |
Advertising expense | $ 1,160 |
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] | Dec. 31, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued Operation, Name | RSB operations |
[custom:PercentageOfIssuedAndOutstandingStock] | 10000.00% |
[custom:OutstandingLiabilities-0] | $ 251,164 |
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 | Sep. 30, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 416,981 | $ 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) - shares | 1 Months Ended | |
Feb. 28, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Percentage of acquired outstanding shares | 10000.00% | |
Vital Behavioral Health Inc [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of acquired outstanding shares | 100.00% | 10000.00% |
Number of issuance restricted common stock | 16,840,000 |
Property and equipment consist
Property and equipment consist of the following: (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 103,552 | $ 46,745 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (15,719) | (6,702) |
Property, Plant and Equipment, Net | 87,833 | 40,043 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,426 | 5,304 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18,465 | 18,465 |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 77,660 | $ 22,976 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 9,017 | $ 6,702 |
The Company_s notes payable con
The Company’s notes payable consists of the following (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Short-term Debt [Line Items] | ||
Total Notes payable | $ 617,560 | $ 114,560 |
Unamortized discount | (60,500) | |
Notes payable, net | 557,060 | 114,560 |
Accrued interest | 14,496 | 13,199 |
Total notes payable, net | 572,006 | 127,759 |
6% Related party Notes payble Due in october 2020 [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes payable | 117,560 | 114,560 |
12% Notes payble Due in March 2018 [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes payable | $ 500,000 |
The Company_s convertible notes
The Company’s convertible notes payable consist of the following (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2020 |
Short-term Debt [Line Items] | ||
Total Convertible notes payable | $ 221,000 | $ 180,000 |
Unamortized discount | (30,585) | (17,452) |
Convertible notes payable, net | 190,415 | 162,548 |
Accrued interest | 74,870 | 70,600 |
Total convertible notes payable, net | 265,285 | 233,148 |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | 65,000 | 65,000 |
Convertible Notes Payable Three [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | 100,000 | 100,000 |
Convertible Notes Payable Four [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | 15,000 | 15,000 |
Convertible Notes Payable Five [Member] | ||
Short-term Debt [Line Items] | ||
Total Convertible notes payable | $ 41,000 |
NOTES AND CONVERTIBLE NOTES P_3
NOTES AND CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jul. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | May 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||||||
Maturity date | April 2018 | |||||||
Convertible notes payable | $ 221,000 | $ 180,000 | ||||||
Issuance of common stock for conversion of related party debt and interest | 3,900,000 | |||||||
Estimated fair value of the stock issued | 23,000 | |||||||
Convertible debt obligations | 4,367,807 | |||||||
Derivative liabilities | 276,906 | $ 237,963 | ||||||
Interest expense | 11,092 | 20,911 | ||||||
Debt discount amortization expense | 11,067 | |||||||
Accrued interest | 89,817 | 83,799 | ||||||
Derivative Financial Instruments, Liabilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of derivatives measures | The Company measures the changes in the fair value of its derivative obligations using a Black-Scholes option pricing model with a volatility assumption of 125.98%; an expected term equal to the remaining term of the contract on the reclassification date (between eight to twelve months for fiscal 2021); a risk-free rate of approximately 1%; and conversion prices of $0.10 (160,500 shares), $0.05 (2,976,400 shares), and $0.025 (1,230,907 shares). For the three months ended September 30, 2021, the Company recognized a loss on the change in the fair value of derivative liabilities of $38,943 in other income (loss) in the accompanying consolidated statements of operations. | |||||||
Derivative liabilities | 237,963 | |||||||
Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from notes payable | $ 100,000 | |||||||
Convertible Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable | 65,000 | $ 65,000 | ||||||
Debt discount amortization expense | 16,567 | 7,548 | ||||||
Convertible Notes Payable [Member] | Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable | 65,000 | |||||||
Conversion price | $ / shares | $ 0.10 | |||||||
12% Notes payble Due in December 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain on settlement | $ 69,000 | |||||||
New Convertible Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable | 544,000 | 265,000 | ||||||
Debt average amount outstanding | 5,000 | 0 | ||||||
Convertible Notes Payable One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable | $ 838,560 | $ 294,560 | ||||||
Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued | 1,000,000 | |||||||
Exercise price | $ 0.05 | $ 0.005 | ||||||
Fair value discount | $ 66,000 | |||||||
Common Stock [Member] | Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price | $ / shares | 5.00% | |||||||
Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from notes payable | $ 50,000 | $ 500,000 | ||||||
Maturity date | July 2022 | August 2022 | ||||||
Interest rate | 12.00% | |||||||
Convertible notes payable | $ 41,000 | |||||||
Owner percentage | 12.00% | 12.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | May 31, 2020 | Sep. 30, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Feb. 28, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Proceeds from related party | $ 3,000 | ||||||||||
Acquired interest | 10000.00% | ||||||||||
Principal balance | $ 221,000 | $ 180,000 | |||||||||
Due to related parties | $ 69,000 | ||||||||||
Issuance of restricted common stock | 3,900,000 | ||||||||||
Stock Issued | $ 23,000 | ||||||||||
Advances totaling | 72,000 | ||||||||||
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 | 10000.00% | 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 payable | 51,000 | ||||||||||
VBH Kentucky [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash proceeds | $ 100,000 | ||||||||||
Non-controlling interest | 4.67% | ||||||||||
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] | |||||||||||
Stock Issued | 23,000 | ||||||||||
Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash proceeds | $ 50,000 | $ 500,000 | |||||||||
Principal balance | $ 41,000 | ||||||||||
Owner percentage | 12.00% | 12.00% | |||||||||
Chief Executive Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from related party | $ 30,000 | ||||||||||
Exchange rate | 6.00% | ||||||||||
Accrued interest | 44,855 | $ 41,225 | |||||||||
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 | $ 88,000 | $ 87,000 |
The following table summarizes
The following table summarizes the Company's warrant transactions during the three months ended September 30, 2021, and year ended June 30, 2021: (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Number of waarrants beginning balance | 0 | 0 |
Weighted average exercise price beginning balance | $ 0 | $ 0 |
Number of warrants granted | 1,000,000 | 0 |
Weighted average exercise price granted | $ 0.005 | $ 0 |
Number of waarrants end balance | 1,000,000 | 0 |
Weighted average exercise price end balance | $ 0.005 | $ 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | Sep. 02, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Feb. 21, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Sep. 30, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Gains losses on extinguishment of debt | $ 31,310 | |||||||
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 | ||||||
Stock price | $ 0.07 | |||||||
Agreement equity as stock payable | $ 16,210 | |||||||
Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants description | Company issued the lender 1,000,000 warrants convertible into restricted shares of common stock at an exercise price of $0.005 per share for a period of five years. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $66,000 as a discount. | |||||||
Interest rate | 0.78% | |||||||
Expected life | 5 years | |||||||
Expected dividend rate | 0.00% | |||||||
Expected volatility | 420.52% | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of fully vested shares issued | 231,572 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Payment for settlement | $ 15,000 | |||||||
VBH Kentucky [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Proceeds from notes payable | $ 100,000 | |||||||
Vital Behavioral Health Inc [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of fully vested shares issued | 16,840,000 | |||||||
Total consideration | $ 522,000 | |||||||
Related Party [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Issuance of common stock for conversion of related party debt and interest (in shares) | 560,000 | 3,900,000 | ||||||
Accured interest amount | $ 56,000 | $ 68,000 | ||||||
Proceeds from notes payable | $ 100,000 | |||||||
Consultant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of fully vested shares issued | 500,000 | 500,000 | ||||||
Total consideration | $ 16,000 | $ 11,000 |
The following table summarize_2
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) | Sep. 30, 2021USD ($) |
Operating Leases | |
2022 | $ 141,138 |
2023 | 112,171 |
2024 | |
2025 | |
2026 | |
Total undiscounted cash payments | 253,309 |
Less interest | (11,833) |
Present value of payments | $ 241,476 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) | Sep. 02, 2021USD ($) | Jan. 14, 2021USD ($)ft² | Sep. 30, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cancellation of lease | $ 91,825 | ||
Athens Commons L L C [Member] | United Product Development Corporation [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Monthly lease payment | $ 50,000 | ||
Lease term | 5 years | ||
Area of building | ft² | 88,740 | ||
Location | 5532 Athens Boonsboro Road, Lexington, Kentucky | ||
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 | 16 months | ||
Non Cancelable Lease Arrangement [Member] | Vital Behavioral Health Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Lease term | 18 months | ||
Monthly lease payment | $ 13,617 | ||
Commenced date | Aug. 1, 2021 | ||
Lease term | 5 years | ||
Discount rate | 7.70% | ||
Settlement Agreement [Member] | Athens Commons L L C [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Extinguishment df debt amount | $ 31,310 | ||
Description of parties agreed | All parties agreed to a total exchange of 231,572 shares of common Stock of the Corporation, par value $0.001 per share, as payment for the settlement along with $15,000 in cash. The shares were valued using the stock price $0.07 on the date of the agreement resulting in $16,210 recorded in equity as stock payable. |