Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 28, 2023 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | ||
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 | $ 4,745,391 | ||
Entity Common Stock, Shares Outstanding | 194,982,479 | ||
Auditor Firm ID | 374 | ||
Auditor Name | WSRP, LLC | ||
Auditor Location | Salt Lake City, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,928 | $ 16,414 |
Accounts receivable, net | 24,220 | |
Total current assets | 27,148 | 16,414 |
Property and equipment, net | 71,359 | 40,043 |
Right of use asset, net | 108,576 | 42,447 |
Other assets | 28,675 | 2,365 |
Goodwill | 416,981 | 416,981 |
Total assets | 652,739 | 518,250 |
Current liabilities: | ||
Accounts payable | 640,870 | 155,394 |
Accrued interest | 114,145 | 83,799 |
Convertible notes payable, net of discount | 218,987 | 162,548 |
Derivative liability | 70,727 | 237,963 |
Notes payable, net | 503,083 | |
Related party notes payable | 117,560 | 114,560 |
Lease liability | 110,041 | 26,206 |
Total current liabilities | 1,775,413 | 780,470 |
Lease liability, net of current portion | 16,241 | |
Total liabilities | 1,775,413 | 796,711 |
Stockholders' deficit | ||
Preferred stock, $0.01 par value; 10,000,000 authorized, 100,000 issued and outstanding at June 30, 2022 | 1,000 | |
Common stock, $0.005 par value; 200,000,000 shares authorized; 194,982,479 and 194,750,907 issued and outstanding at June 30, 2022 and June 30, 2021, respectively | 974,913 | 973,755 |
Additional paid-in-capital | 3,012,414 | 2,558,162 |
Accumulated deficit | (5,017,451) | (3,804,474) |
Total UPD Holding Corp. stockholders' deficit | (1,029,124) | (272,557) |
Non-controlling interest | (93,550) | (5,904) |
Total stockholders' deficit | (1,122,674) | (278,461) |
Total liabilities and stockholders' deficit | $ 652,739 | $ 518,250 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | 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, Outstanding | 100,000 | 100,000 |
Preferred stock, issued | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 194,982,479 | 194,750,907 |
Common stock, outstanding | 194,982,479 | 194,750,907 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||
Net revenue | $ 38,190 | |
Operating costs and expenses: | ||
Professional fees | 199,036 | 208,688 |
General and administrative | 1,136,209 | 268,051 |
Total operating costs and expenses | 1,335,245 | 476,739 |
Operating loss | (1,297,055) | (476,739) |
Other income (expense): | ||
Interest expense, net | (170,804) | (28,459) |
Gain/(loss) on change in fair value of derivative liability | 167,236 | (212,963) |
Other expense net | (23,402) | |
Loss from continuing operations | (1,300,623) | (741,563) |
Discontinued operations: | ||
Gain on sale of discontinued operations, net of tax | 251,164 | |
Income from discontinued operations, net of tax | 251,164 | |
Net loss | (1,300,623) | (490,399) |
Less: net loss attributable to non-controlling interest | (87,646) | (4,934) |
Net loss attributable to UPD Holding Corp. | $ (1,212,977) | $ (485,465) |
Basic and diluted earnings (loss) per share from: | ||
Continuing operations | $ (0.01) | $ 0 |
Discontinued operations | 0 | 0 |
Basic and diluted earnings (loss) per share from: | $ (0.01) | $ 0 |
Weighted average shares outstanding | ||
Basic and diluted | 194,815,620 | 181,006,414 |
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] | 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) | ||
Beginning balance (in shares) 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 | |||
Net loss | (485,465) | (485,465) | (4,934) | (490,399) | |||
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 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 973,755 | 2,558,162 | (3,804,474) | (272,557) | (5,904) | (278,461) | |
Ending balance (in shares) at Jun. 30, 2021 | 194,750,907 | ||||||
Debt settlement of liabilities (in shares) at Jun. 30, 2021 | 231,572 | ||||||
Issuance of common stock for conversion of debt and interest | 24,200 | 24,200 | 24,200 | ||||
Fair value of warrants issued with debt | 66,000 | 66,000 | 66,000 | ||||
Debt settlement | 1,158 | 15,052 | 16,210 | 16,210 | |||
Sale of non-controlling interest | 250,000 | 250,000 | 250,000 | ||||
Issuance of preferred stock for cash | $ 1,000 | 99,000 | 100,000 | 100,000 | |||
Issuance of preferred stock for cash (in shares) | 100,000 | ||||||
Net loss | (1,212,977) | (1,212,977) | (87,646) | $ (1,300,623) | |||
Issuance of common stock for conversion of debt and interest (in shares) | 4,866,679 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 1,000 | $ 974,913 | $ 3,012,414 | $ (5,017,451) | $ (1,029,124) | $ (93,550) | $ (1,122,674) |
Ending balance (in shares) at Jun. 30, 2022 | 100,000 | 194,982,479 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,300,623) | $ (490,399) |
Gain on sale of discontinued operations | (251,164) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 44,503 | 6,702 |
Stock-based compensation | 27,150 | |
Loss on settlement of debt | 23,402 | |
(Gain) loss on change in fair value of derivative liability | (167,236) | 212,963 |
Non-cash warrant amortization | 55,000 | |
Amortization of debt discount and issuance costs | 39,639 | 7,548 |
Stock issued for settlement of debt | 16,210 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (24,220) | |
Other assets | (26,310) | (2,365) |
Asset held for sale | 755 | |
Accrued interest | 75,346 | 20,911 |
Accounts payable | 486,941 | 112,469 |
Net cash used in operating activities-continued operations | (800,750) | (332,028) |
Net cash used in operating activities-discontinued operations | (815) | |
Net cash used in operating activities | (800,750) | (332,843) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (75,819) | (46,745) |
Cash acquired in business combination | 10,284 | |
Net cash used in investing activities | (75,819) | (36,461) |
Cash flows from financing activities: | ||
Proceeds from related party notes payable | 3,000 | 30,000 |
Proceeds from issuance of preferred stock, net | 100,000 | |
Proceeds from issuance of convertible notes payable | 41,000 | 115,000 |
Proceeds from issuance notes payable | 523,000 | 120,000 |
Payments on notes payable | (53,917) | |
Proceeds from sale of non-controlling interest | 250,000 | 100,000 |
Net cash provided by financing activities | 863,083 | 365,000 |
Net decrease in cash and cash equivalents | (13,486) | (4,304) |
Cash and cash equivalents at beginning of period | 16,414 | 20,718 |
Cash and cash equivalents at end of period | 2,928 | 16,414 |
Cash paid for income taxes | ||
Cash paid for interest | 45,709 | |
Non-Cash Supplemental Disclosures | ||
Debt settlement with stock payable | 16,210 | 140,870 |
Debt discount on convertible notes | 24,200 | |
Warrant discount issued on debt | 66,000 | |
Notes payable forgiven in for asset disposition | 92,225 | |
Notes payable forgiven in business acquisition | 120,000 | |
Common stock issued for asset acquisition | $ 522,040 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Jun. 30, 2022 | |
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. The Company previously operated in the food and beverage industry through Record Street Brewing Co. (“RSB”), which was sold as of December 31, 2020. On January 5, 2022, VBH Garden Grove Inc., a Nevada corporation, changed its name to VBH Georgia Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2022 | |
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 Georgia Inc., a Nevada corporation (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, 2022 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 future 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. 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. Accounts Receivable The Company records accounts receivable from insurance companies and government program payors based on our estimate of the amount that payors will pay us for the services performed less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $ 0 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 recognizes advertising expense in the period in which it is incurred. For the fiscal years ended June 30, 2022 and 2021 the Company incurred advertising expense of $ 4,023 11,500 Revenue Recognition The Company generates revenue from behavioral health treatment services at our inpatient and outpatient treatment facilities, which will be derived from personally funded patients (i.e., private payor), insurance companies (e.g., United Healthcare and Blue Cross and Blue Shield), and government program payors (e.g., Medicaid and Medicare) that act as the primary payment or reimbursement source of funds for our patient services. Beginning in April 2022 we started generating revenues from behavioral health treatment services at our inpatient and outpatient treatment facilities located in Kentucky. 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. 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, 2022, 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 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, 2022, 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, 2022 | |
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 nine months ended March 31, 2022 and the fiscal 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 | 12 Months Ended |
Jun. 30, 2022 | |
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, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: June 30, June 30, 2022 2021 Furniture and fixtures $ 26,438 $ 5,304 Computer equipment and software 18,466 18,465 Leasehold improvements 77,660 22,976 Property and equipment 122,564 46,745 Accumulated depreciation (51,205 ) (6,702 ) Property and equipment, net $ 71,359 $ 40,043 Depreciation for the years ended June 30, 2022 and 2021 were $ 44,503 6,702 |
NOTES AND CONVERTIBLE NOTES PAY
NOTES AND CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2022 | |
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: Related party notes payable due on demand a nominal interest $ 117,560 $ 114,560 Notes payable due August 2022 a nominal interest rate of 12% 500,000 - Notes payable due May 2023 a nominal interest rate of 7.95% 14,083 - Total notes payable $ 631,643 $ 114,560 Unamortized discount (11,000 ) - Notes payable, net 620,643 - Accrued interest 25,235 13,199 Total notes payable, net $ 645,878 $ 127,759 During the year ended June 30, 2022, the Company did not have the financial resources to make current payments on these notes payable. All of the outstanding notes payable 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 and carries an interest rate of 12% per annum. The Company is required to make monthly interest payments with outstanding principal and interest due on the maturity date. 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. During the year ended June 30, 2022, the Company entered into various promissory notes with a lender in which the Company received cash payments totaling $ 23,000 7.95 The Company’s convertible notes payable consist of the following: June 30, June 30, Convertible Note Description 2022 2021 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 $0.05 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 (2,013 ) (17,452 ) Convertible notes payable, net 218,987 162,548 Accrued interest 88,910 70,600 Total convertible notes payable, net $ 307,897 $ 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% convertible promissory notes (3 notes total) with three investors. The convertible notes automatically convert at maturity in July 2022 at a conversion price of $0.05. As of June 30, 2022, 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 4,866,679 70,727 237,963 During the years ended June 30, 2022, and June 30, 2021, the Company received $ 567,000 265,000 53,917 0 76,164 20,911 94,639 7,548 114,145 83,799 852,643 294,560 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS During the fiscal years ended June 30, 2022 and 2021, the Company’s Chief Executive Officer (“CEO”) provided the Company $ 43,000 6 46,790 41,225 15,000 31,000 31,000 0.0125 As noted in Note 4, the Company acquired a 100 100,000 6 In April 2021, the Company sold an individual a 4.67 100,000 12 The convertible note matures in March 2022 and is convertible 100,000 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 12% 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 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 91,000 87,000 During the fiscal year ended June 30, 2021, certain previously outstanding shareholder advances totaling approximately $ 72,000 Included in accounts payable is $ 328,846 74,375 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 8 – STOCKHOLDERS EQUITY Common Shares 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 In April 2021, the Company sold to an investor 250 4.67 100,000 In December 2021, the Company sold to an investor 500 8.93 100,000 In December 2021, the Company sold to an investor 750 12.30 150,000 Stock Payable On September 2, 2021, the Company entered into certain Mutual Release and Settlement Agreement with Athens Common, LLC (“Athens Common”) to extinguish $ 31,310 231,572 0.005 15,000 0.07 16,210 In March 2022, the Company issued the 231,572 16,210 Warrants In August 2021, the Company issued a 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 years ended June 30, 2022 and 2021: Number of Weighted Outstanding at June 30, 2020 - $ - Granted - - Exercised - - Expired - - Outstanding at June 30, 2021 - $ - Granted 1,000,000 0.005 Exercised - - Expired - - Outstanding at June 30, 2022 1,000,000 $ 0.005 Warrants granted in the fiscal year ended June 30, 2022, were valued using the Black Scholes Model with the risk-free interest rate of 0.78 5 0 420.52 Preferred Stock The total authorized preferred stock currently consists of Ten Million ( 10,000,000 0.01 2,500,000 50,000,000 The Series A Preferred Stock shall not be entitled to vote on any matters affecting holders of the Common Stock and shall not have any voting rights whatsoever, except as may be required by law with respect to any rights affecting the Series A Preferred Stock among the holders of that specific class and series of capital stock of the Company. The Series A Preferred Stock shares shall not entitle a holder to receive any dividends whatsoever, irrespective of whether the holders of the Common Stock may be entitled to dividends. The Series A Preferred Stock shares shall not have any rights whatsoever in the event of the voluntary or involuntary dissolution, liquidation, or winding up of the Company, and shall be subordinate in the relative rights of priority, if any, to each and every other class or series of capital stock of the Company, including, but not limited to, the Common Stock. The holders of the Series A Preferred Stock shares shall have no preemptive right to purchase or otherwise acquire shares of any class or series of capital stock of the Company now or hereafter authorized. On April 15, 2022, the Company sold to an investor, 100,000 100,000 |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Jun. 30, 2022 | |
Operating Leases | |
OPERATING LEASES | NOTE 9 – OPERATING LEASES As of June 30, 2022, 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 months 2,365 7.7 February 1, 2021 · Vital leased a facility in Fayetteville, Georgia with an initial base rent of $ 13,617 18 months 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 $ 96,089 2023 16,082 2024 - 2025 - 2026 - Total undiscounted cash payments 112,171 Less interest (2,130 ) Present value of payments $ 110,041 The weighted average remaining term of the Company’s non-cancelable operating leases as of June 30, 2022, was approximately 7 months On January 14, 2021, the Company’s 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 5 The Company was only obligated to pay $20,000 per month The total lease expense incurred during the year ended June 30, 2021, inclusive of the cancelled Lexington Lease, was $ 91,825 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 10 – GOODWILL In February 2021, through a Stock Exchange Agreement (“Exchange Agreement”) in which 100% of the outstanding shares of Vital Behavioral Health Inc. (“Vital”) were acquired via the issuance of 16,840,000 acquisition method for the completion of the Vital business combination assets and liabilities 416,981 The following table summarizes the Company's carrying amount of goodwill during the years ended June 30, 2022, and fiscal year ended June 30, 2021: Goodwill Balance at June 30, 2020 $ - Acquisition 416,981 Impairment - Balance at June 30, 2021 $ 416,981 Acquisition - Impairment - Balance at June 30, 2022 $ 416,981 During each fiscal year, we periodically assessed whether any indicators of impairment existed which would require us to perform an interim impairment review. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting units below their carrying values. We performed our annual test of goodwill for impairment as of June 30, 2022. The results of the goodwill impairment test indicated that the fair values of reporting unit were in excess of the carrying value, and, thus, we did not require an impairment charge. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES Income (loss) before provision (benefit) for income taxes consists of the following: June 30, 2022 June 30, 2021 United States $ (1,300,623 ) $ (741,563 ) Total income (loss) before provision (benefit) for income taxes $ (1,300,623 ) $ (741,563 ) The provision (benefit) for income taxes consists of the following: June 30, 2022 June 30, 2021 Current: Federal $ - $ - State - - Total current - - Deferred: Federal (247,611 ) (16,863 ) State - - Change in valuation allowance 247,611 16,863 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 to income before taxes as follows: June 30, 2022 June 30, 2021 Statutory federal income tax rate 21.0 % 21.0 % State tax provision - - Change in valuation allowance (19.0 ) 13.0 ) Permanent differences – Insolvency Exclusion (2.0 ) (8.0 ) Total provision for income taxes - % - % As of June 30, 2022 and 2021, the net deferred tax asset consisted of the following: June 30, 2022 June 30, 2021 Deferred tax assets: Fixed assets $ - $ 1,407 Accrued expenses - 3,150 Lease liability 23,109 8,914 Start-up expenditures 425,830 232,123 Net operating loss carryforwards 73,139 - Total gross deferred tax assets 522,078 245,594 Less valuation allowance (484,291 ) (236,680 ) Total deferred tax assets 37,787 8,914 Deferred tax liabilities: Fixed assets (14,985 ) - Right-of-use asset (22,802 ) (8,914 ) Total deferred tax liabilities (37,787 ) (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 four-year period ended June 30, 2022. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, as of June 30, 2022, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of June 30, 2022, a full valuation allowance of $484,291 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 is as follows: June 30, 2022 June 30, 2021 Valuation allowance at beginning of year $ 236,680 $ 253,543 Change in valuation allowance 247,611 (16,863 ) Valuation allowance at end of year $ 484,291 $ 236,680 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 $ 251,164 348,280 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, 2022, 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, 2022, the tax returns for fiscal year 2014 through fiscal year 2022 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, 2022, there are no income tax returns currently under audit |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On August 30, 2022, the Company sold to an investor, 50,000 50,000 Acquisition On December 30, 2022, the Company’s wholly owned subsidiary, United Product Development Corp., a Nevada corporation (“United Product”), completed an Asset Purchase Agreement with Hall Global, LLC , a Texas Limited Liability Company (“Hall Global”), providing for United Product’s purchase of the following assets from Hall Global: (a) Tooling consisting of all models, designs, drawings, molds, dies, casting, and tooling; and (b) Equipment consisting of several furniture, fixtures, and equipment, but not to include certain Excluded Assets consisting of monies, vendor accounts, intellectual property, certain equipment, and inventory. United Product intention is to utilize the purchased assets to develop, manufacture, and sell beverage products. The Agreement was approved by our Board of Directors. The Purchase Price to be paid by United Product is $3,750,000 and consists of: (a) $1,250,000 of our Common Stock Shares valued at a fixed price of $0.025 per Share; and (b) a $2,500,000 secured promissory note payable by United Product to Hall Global. The secured promissory note provides for repayment by: (a) a payment of principal and 12% interest of $1,000,000 and $225,000, respectively, on December 31, 2023; and (b) a payment of principal and 12% interest of $1,500,00 and $135,000, respectively, on December 31, 2024. The Agreement is subject to respective representations by United Product and Hall Global and a mutual indemnification provision holding harmless the respective counterparty to the transaction. The secured promissory note is further subject to a Security Agreement providing that United Product secures the Principal Sum of $ 2,500,000 Additionally, Hall Global agrees to a 1 year non-complete to not engage in any activity that competes with United Product Disposition On December 31, 2022, the Company and its subsidiary, Vital Behavioral Health Inc., a Nevada corporation (“Vital Health”), entered into settlement agreements and assignments of stock with Gary Plichta and Samuel Kesaris (the “Investors”), whereby the Investors extinguished all of the Company’s and Vital Health’s debts and obligations to the Investors, totaling in excess of $ 400,000 Legal On November 17, 2022, the following complaint was filed against the Company alleging breaches of contract in connection with a $ 500,000 Shader v. UPD Holding Corp. et al nd 150,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
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 Georgia Inc., a Nevada corporation (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, 2022 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 future 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. 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. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable from insurance companies and government program payors based on our estimate of the amount that payors will pay us for the services performed less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $ 0 |
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 recognizes advertising expense in the period in which it is incurred. For the fiscal years ended June 30, 2022 and 2021 the Company incurred advertising expense of $ 4,023 11,500 |
Revenue Recognition | Revenue Recognition The Company generates revenue from behavioral health treatment services at our inpatient and outpatient treatment facilities, which will be derived from personally funded patients (i.e., private payor), insurance companies (e.g., United Healthcare and Blue Cross and Blue Shield), and government program payors (e.g., Medicaid and Medicare) that act as the primary payment or reimbursement source of funds for our patient services. Beginning in April 2022 we started generating revenues from behavioral health treatment services at our inpatient and outpatient treatment facilities located in Kentucky. 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. |
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, 2022, 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 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, 2022, 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, 2022 | |
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, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment consist of the following: | Property and equipment consist of the following: June 30, June 30, 2022 2021 Furniture and fixtures $ 26,438 $ 5,304 Computer equipment and software 18,466 18,465 Leasehold improvements 77,660 22,976 Property and equipment 122,564 46,745 Accumulated depreciation (51,205 ) (6,702 ) Property and equipment, net $ 71,359 $ 40,043 |
NOTES AND CONVERTIBLE NOTES P_2
NOTES AND CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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: Related party notes payable due on demand a nominal interest $ 117,560 $ 114,560 Notes payable due August 2022 a nominal interest rate of 12% 500,000 - Notes payable due May 2023 a nominal interest rate of 7.95% 14,083 - Total notes payable $ 631,643 $ 114,560 Unamortized discount (11,000 ) - Notes payable, net 620,643 - Accrued interest 25,235 13,199 Total notes payable, net $ 645,878 $ 127,759 |
The Company’s convertible notes payable consist of the following: | The Company’s convertible notes payable consist of the following: June 30, June 30, Convertible Note Description 2022 2021 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 $0.05 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 (2,013 ) (17,452 ) Convertible notes payable, net 218,987 162,548 Accrued interest 88,910 70,600 Total convertible notes payable, net $ 307,897 $ 233,148 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
The following table summarizes the Company's warrant transactions during the years ended June 30, 2022 and 2021: | The following table summarizes the Company's warrant transactions during the years ended June 30, 2022 and 2021: Number of Weighted Outstanding at June 30, 2020 - $ - Granted - - Exercised - - Expired - - Outstanding at June 30, 2021 - $ - Granted 1,000,000 0.005 Exercised - - Expired - - Outstanding at June 30, 2022 1,000,000 $ 0.005 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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 $ 96,089 2023 16,082 2024 - 2025 - 2026 - Total undiscounted cash payments 112,171 Less interest (2,130 ) Present value of payments $ 110,041 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
The following table summarizes the Company's carrying amount of goodwill during the years ended June 30, 2022, and fiscal year ended June 30, 2021: | The following table summarizes the Company's carrying amount of goodwill during the years ended June 30, 2022, and fiscal year ended June 30, 2021: Goodwill Balance at June 30, 2020 $ - Acquisition 416,981 Impairment - Balance at June 30, 2021 $ 416,981 Acquisition - Impairment - Balance at June 30, 2022 $ 416,981 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income (loss) before provision (benefit) for income taxes consists of the following: | Income (loss) before provision (benefit) for income taxes consists of the following: June 30, 2022 June 30, 2021 United States $ (1,300,623 ) $ (741,563 ) Total income (loss) before provision (benefit) for income taxes $ (1,300,623 ) $ (741,563 ) |
The provision (benefit) for income taxes consists of the following: | The provision (benefit) for income taxes consists of the following: June 30, 2022 June 30, 2021 Current: Federal $ - $ - State - - Total current - - Deferred: Federal (247,611 ) (16,863 ) State - - Change in valuation allowance 247,611 16,863 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 to income before taxes as follows: | The provision (benefit) for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows: June 30, 2022 June 30, 2021 Statutory federal income tax rate 21.0 % 21.0 % State tax provision - - Change in valuation allowance (19.0 ) 13.0 ) Permanent differences – Insolvency Exclusion (2.0 ) (8.0 ) Total provision for income taxes - % - % |
As of June 30, 2022 and 2021, the net deferred tax asset consisted of the following: | As of June 30, 2022 and 2021, the net deferred tax asset consisted of the following: June 30, 2022 June 30, 2021 Deferred tax assets: Fixed assets $ - $ 1,407 Accrued expenses - 3,150 Lease liability 23,109 8,914 Start-up expenditures 425,830 232,123 Net operating loss carryforwards 73,139 - Total gross deferred tax assets 522,078 245,594 Less valuation allowance (484,291 ) (236,680 ) Total deferred tax assets 37,787 8,914 Deferred tax liabilities: Fixed assets (14,985 ) - Right-of-use asset (22,802 ) (8,914 ) Total deferred tax liabilities (37,787 ) (8,914 ) Net deferred tax asset/(liability) $ - $ - |
A reconciliation of the beginning and ending amount of the valuation allowance is as follows: | 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 four-year period ended June 30, 2022. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, as of June 30, 2022, it is more likely than not that the Company’s U.S. deferred tax assets will not be realized. As of June 30, 2022, a full valuation allowance of $484,291 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 is as follows: June 30, 2022 June 30, 2021 Valuation allowance at beginning of year $ 236,680 $ 253,543 Change in valuation allowance 247,611 (16,863 ) Valuation allowance at end of year $ 484,291 $ 236,680 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Advertising expense | $ 4,023 | $ 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 | |
Perentage of issue and outstanding | 100% | |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
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) - Vital Behavioral Health Inc [Member] | Feb. 28, 2021 shares |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Stock Exchange Agreement Member | |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Number Of Issuance Restricted Common Stock | 16,840,000 |
Property and equipment consist
Property and equipment consist of the following: (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 122,564 | $ 46,745 |
Accumulated depreciation | (51,205) | (6,702) |
Property and equipment, net | 71,359 | 40,043 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 26,438 | 5,304 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18,466 | 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 ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 44,503 | $ 6,702 |
The Company_s notes payable con
The Company’s notes payable consists of the following: (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 631,643 | $ 114,560 |
Unamortized discount | (11,000) | |
Notes payable, net | 620,643 | |
Accrued interest | 25,235 | 13,199 |
Total notes payable, net | 645,878 | 127,759 |
Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 117,560 | 114,560 |
Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 500,000 | |
Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | $ 14,083 |
The Company_s convertible notes
The Company’s convertible notes payable consist of the following: (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Short-Term Debt [Line Items] | ||
Total convertible notes payable | $ 221,000 | $ 180,000 |
Unamortized discount | (2,013) | (17,452) |
Convertible notes payable, net | 218,987 | 162,548 |
Accrued interest | 88,910 | 70,600 |
Total convertible notes payable, net | 307,897 | 233,148 |
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 | 100,000 | 100,000 |
Convertible Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes payable | 15,000 | 15,000 |
Convertible Notes Payable Four [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 | 12 Months Ended | ||||||
Oct. 31, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||
Description of maturity date | April 2018 | |||||||
Total convertible notes payable | $ 221,000 | $ 180,000 | ||||||
Cash proceeds on related party note payable | $ 100,000 | 3,000 | 30,000 | |||||
Gain on settlement | (23,402) | |||||||
Issuance of common stock for conversion of related party debt and interest | 3,900,000 | |||||||
Estimated fair value of the stock issued | 23,000 | |||||||
Description of convertible notes | the Company entered into a total of $41,000 12% convertible promissory notes (3 notes total) with three investors. The convertible notes automatically convert at maturity in July 2022 at a conversion price of $0.05. | |||||||
Stock Issued During Period, Shares, Conversion of Units | 4,866,679 | |||||||
Derivative Liability | $ 70,727 | 237,963 | ||||||
Company received from funding on new notes and convertible notes | 567,000 | 265,000 | ||||||
Payment on notes payable | 53,917 | |||||||
Interest expense | 76,164 | 20,911 | ||||||
Amortization of debt discount | 39,639 | 7,548 | ||||||
Accrued interest | $ 114,145 | $ 83,799 | ||||||
Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock Issued During Period, Shares, Conversion of Units | 4,460,000 | |||||||
Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash proceeds on related party note payable | $ 72,000 | |||||||
Stock Issued During Period, Shares, Conversion of Units | 3,900,000 | |||||||
Related Party [Member] | Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock in excess percent | 5% | |||||||
Convertible Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total convertible notes payable | $ 65,000 | 65,000 | ||||||
Amortization of debt discount | 94,639 | 7,548 | ||||||
Convertible Notes Payable [Member] | Related Party [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total convertible notes payable | $ 65,000 | |||||||
Share price | $ 0.10 | |||||||
12% Notes payble Due in December 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain on settlement | $ 69,000 | |||||||
Convertible Notes Payable One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total convertible notes payable | $ 852,643 | $ 294,560 | ||||||
Promissory Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash received on promissory notes | $ 500,000 | $ 50,000 | $ 23,000 | |||||
Description of maturity date | August 2022 and carries an interest rate of 12% per annum. The Company is required to make monthly interest payments with outstanding principal and interest due on the maturity date. 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 $66,000 as a discount. | |||||||
Interest rate | 7.95% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Apr. 15, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Apr. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | May 31, 2020 | Sep. 30, 2016 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 28, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from related party | $ 100,000 | $ 3,000 | $ 30,000 | |||||||||
Total convertible notes payable | 221,000 | 180,000 | ||||||||||
Shares of restricted common stock | 50,000,000 | |||||||||||
Due to related parties | $ 69,000 | |||||||||||
Stock Repurchased During Period, Shares | 3,900,000 | |||||||||||
Stock Issued | 23,000 | |||||||||||
Accounts payable, related parties | 328,846 | 74,375 | ||||||||||
Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from related party | 72,000 | |||||||||||
Vital Behavioral Health Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of acquired outstanding shares | 100% | |||||||||||
Promissory note payable | $ 100,000 | |||||||||||
Promissory note payable percent | 6% | |||||||||||
Owner percentage | 59% | |||||||||||
Shares of restricted common stock | 560,000 | |||||||||||
Acquisition share issued | 10,000,000 | |||||||||||
Working capital advances | 58,000 | |||||||||||
VBH Kentucky [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from notes payable | $ 150,000 | $ 100,000 | $ 100,000 | |||||||||
Noncontrolling interest | 4.67% | 4.67% | ||||||||||
Convertible note payable | $ 100,000 | |||||||||||
Accrue interest rate | 12% | 12% | ||||||||||
Description of convertible note | The convertible note matures in March 2022 and is convertible | |||||||||||
Business Acquisition [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock Issued | $ 23,000 | |||||||||||
Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from notes payable | $ 500,000 | $ 50,000 | 23,000 | |||||||||
Owner percentage | 12% | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from related party | $ 43,000 | |||||||||||
Exchange rate | 6% | |||||||||||
Accrued interest | 46,790 | $ 41,225 | ||||||||||
Convertible note | $ 31,000 | 31,000 | ||||||||||
Conversion rate | $ 0.0125 | |||||||||||
Chief Executive Officer [Member] | Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from notes payable | $ 15,000 | |||||||||||
Board [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from notes payable | $ 100,000 | $ 100,000 | ||||||||||
Conversion rate | $ 0.025 | |||||||||||
Total convertible notes payable | $ 50,000 | |||||||||||
Chief Operating Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Accrue interest rate | 6% | |||||||||||
Due to related parties | $ 91,000 | $ 87,000 |
The following table summarizes
The following table summarizes the Company's warrant transactions during the years ended June 30, 2022 and 2021: (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Number of waarrants beginning balance (in shares) | 0 | |
Beginning balance | $ 0 | |
Number of warrants granted | 1,000,000 | |
Weighted average exercise price granted | $ 0.005 | |
Number of warrants exercised | ||
Weighted average exercise price exercised | ||
Number of warrants expired | ||
Weighted average exercise price expired | ||
Number of waarrants ending balance (in shares) | 1,000,000 | 0 |
Ending balance | $ 0.005 | $ 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Apr. 15, 2022 | Dec. 31, 2021 | Sep. 02, 2021 | Apr. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of common stock for conversion of related party debt and interest (in shares) | 4,866,679 | ||||||||
Beneficial conversion feature for convertible debt | $ 24,200 | $ 146,870 | |||||||
Preferred stock for cash proceeds | $ 27,150 | ||||||||
Gains losses on extinguishment of debt | $ 31,310 | ||||||||
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 | |||||||
Sale of Stock, Price Per Share | $ 0.07 | ||||||||
Agreement equity as stock payable | $ 16,210 | ||||||||
Preferred stock authorized | 10,000,000 | 10,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||||
Common stock converted into preferred stock | 50,000,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Company sold shares to an investor | 100,000 | ||||||||
Preferred stock for cash proceeds | $ 100,000 | ||||||||
Board of Directors Chairman [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock authorized | 2,500,000 | ||||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrants description | the Company issued a 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% | ||||||||
Expected volatility | 420.52% | ||||||||
VBH Kentucky [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Proceeds from notes payable | $ 150,000 | $ 100,000 | $ 100,000 | ||||||
V B H Georgia Inc Member | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Proceeds from notes payable | $ 100,000 | ||||||||
Noncontrolling Interest [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Beneficial conversion feature for convertible debt | |||||||||
Preferred stock for cash proceeds | |||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of common stock for conversion of related party debt and interest (in shares) | 4,460,000 | ||||||||
Beneficial conversion feature for convertible debt | $ 22,300 | ||||||||
Company sold shares to an investor | 231,572 | 231,572 | 1,000,000 | ||||||
Preferred stock for cash proceeds | $ 5,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.005 | ||||||||
Payment for settlement | $ 15,000 | ||||||||
Agreement equity as stock payable | $ 16,210 | ||||||||
Related Party [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Issuance of common stock for conversion of related party debt and interest (in shares) | 3,900,000 | ||||||||
Beneficial conversion feature for convertible debt | $ 68,000 | ||||||||
Consultant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Company sold shares to an investor | 500,000 | ||||||||
Preferred stock for cash proceeds | $ 11,000 | ||||||||
Investor [Member] | Noncontrolling Interest [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Sale of shares | 750 | 250 | |||||||
Interest rate | 12.30% | 4.67% | 4.67% | ||||||
Investor [Member] | Noncontrolling Interest [Member] | V B H Georgia Inc Member | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Sale of shares | 500 | ||||||||
Interest rate | 8.93% |
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) | Jun. 30, 2022 USD ($) |
Operating Leases | |
2022 | $ 96,089 |
2023 | 16,082 |
2024 | |
2025 | |
2026 | |
Total undiscounted cash payments | 112,171 |
Less interest | (2,130) |
Present value of payments | $ 110,041 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) | 12 Months Ended | |
Jan. 14, 2021 ft² | Jun. 30, 2022 USD ($) | |
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] | ||
Expected life | 5 years | |
Weighted average term | 7 months | |
Area of building | ft² | 88,740 | |
Description of lease | The Company was only obligated to pay $20,000 per month | |
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. 01, 2021 | |
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 | |
Discount rate | 7.70% | |
Commenced date | Aug. 01, 2021 | |
Expected life | 5 years |
The following table summarize_3
The following table summarizes the Company's carrying amount of goodwill during the years ended June 30, 2022, and fiscal year ended June 30, 2021: (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 416,981 | |
Acquisition | 416,981 | |
Impairment | ||
Ending balance | $ 416,981 | $ 416,981 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | Feb. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 16, 2021 | Jun. 30, 2020 |
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | $ 416,981 | $ 416,981 | |||
Vital Behavioral Health Inc [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | $ 416,981 | ||||
Vital Behavioral Health Inc [Member] | Common Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restricted common stock | $ 16,840,000 |
Income (loss) before provision
Income (loss) before provision (benefit) for income taxes consists of the following: (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (1,300,623) | $ (741,563) |
Total income (loss) before provision (benefit) for income taxes | $ (1,300,623) | $ (741,563) |
The provision (benefit) for inc
The provision (benefit) for income taxes consists of the following: (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Current: | ||
Federal | ||
State | ||
Total current | ||
Deferred: | ||
Federal | (247,611) | (16,863) |
State | ||
Change in valuation allowance | 247,611 | 16,863 |
Total deferred | ||
Total provision (benefit) for income taxes |
The provision (benefit) for i_2
The provision (benefit) for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes as follows: (Details) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State tax provision | (0.00%) | (0.00%) |
Change in valuation allowance | (19.00%) | 13% |
Permanent differences – Insolvency Exclusion | (2.00%) | (8.00%) |
Total provision for income taxes | (0.00%) | (0.00%) |
As of June 30, 2022 and 2021, t
As of June 30, 2022 and 2021, the net deferred tax asset consisted of the following: (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred tax assets: | |||
Fixed assets | $ 1,407 | ||
Accrued expenses | 3,150 | ||
Lease liability | 23,109 | 8,914 | |
Start-up expenditures | 425,830 | 232,123 | |
Net operating loss carryforwards | 73,139 | ||
Total gross deferred tax assets | 522,078 | 245,594 | |
Less valuation allowance | (484,291) | (236,680) | $ (253,543) |
Total deferred tax assets | 37,787 | 8,914 | |
Deferred tax liabilities: | |||
Fixed assets | (14,985) | ||
Right-of-use asset | (22,802) | (8,914) | |
Total deferred tax liabilities | (37,787) | (8,914) | |
Net deferred tax asset/(liability) |
A reconciliation of the beginni
A reconciliation of the beginning and ending amount of the valuation allowance is as follows: (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance at beginning of year | $ 236,680 | $ 253,543 |
Change in valuation allowance | 247,611 | (16,863) |
Valuation allowance at end of year | $ 484,291 | $ 236,680 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Gain on sale from discontinued operations | $ 251,164 | $ 251,164 | |
Net operating loss carryforwards | $ 348,280 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Feb. 14, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Nov. 17, 2022 | Aug. 30, 2022 | Apr. 15, 2022 | Sep. 02, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | |||||||||
Cash proceeds | $ 27,150 | ||||||||
Gains losses on extinguishment of debt | $ 31,310 | ||||||||
Litigation amount | $ (23,402) | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Long term debt description | The secured promissory note provides for repayment by: (a) a payment of principal and 12% interest of $1,000,000 and $225,000, respectively, on December 31, 2023; and (b) a payment of principal and 12% interest of $1,500,00 and $135,000, respectively, on December 31, 2024. The Agreement is subject to respective representations by United Product and Hall Global and a mutual indemnification provision holding harmless the respective counterparty to the transaction. | ||||||||
Subsequent Event [Member] | Pending Litigation [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Loss Contingency, Settlement Agreement, Court | On November 17, 2022, the following complaint was filed against the Company alleging breaches of contract in connection with a $500,000 promissory note between Corey Shader and UPD Holding Corp: | ||||||||
Litigation amount | $ 500,000 | ||||||||
Amount due | $ 150,000 | ||||||||
Subsequent Event [Member] | United Product [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase price description | The Purchase Price to be paid by United Product is $3,750,000 and consists of: (a) $1,250,000 of our Common Stock Shares valued at a fixed price of $0.025 per Share; and (b) a $2,500,000 secured promissory note payable by United Product to Hall Global. | ||||||||
Subsequent Event [Member] | United Product [Member] | Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Secured promissory notes | $ 2,500,000 | ||||||||
Subsequent Event [Member] | Vital Behavioral Health Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Gains losses on extinguishment of debt | $ 400,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Company sold shares to an investor | 100,000 | ||||||||
Cash proceeds | $ 100,000 | ||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Company sold shares to an investor | 50,000 | ||||||||
Cash proceeds | $ 50,000 |