Metavesco (MVCO) 10-Q 16 Feb 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2020	Feb. 11, 2021
Cover [Abstract]
Entity Registrant Name	WATERSIDE CAPITAL CORP
Entity Central Index Key	0000924095
Document Type	10-Q
Document Period End Date	Dec. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	false
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		6,082,214
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2020	Jun. 30, 2020
ASSETS
Cash	$ 1,783	$ 12,625
TOTAL ASSETS	1,783	12,625
Current Liabilities
Accounts Payable	10,500	8,700
Convertible Note Payable - Roran, net of debt discount	137,338	104,838
Accrued Interest Payable	27,874	20,749
Total Other Current Liabilities	175,712	134,287
Total Current Liabilities	175,712	134,287
Total Liabilities	175,712	134,287
Equity
Common Stock $1.00 par value, 10,000,000 authorized, 6,082,214 shares issued and outstanding	6,082,214	6,082,214
Additional Paid-In Capital	11,631,481	11,609,814
Accumulated Deficit	(17,887,624)	(17,813,690)
Total Equity	(173,929)	(121,662)
TOTAL LIABILITIES & EQUITY	$ 1,783	$ 12,625

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Jun. 30, 2020
Statement of Financial Position [Abstract]
Common stock, par value	$ 1	$ 1
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,082,214	6,082,214
Common stock, shares outstanding	6,082,214	6,082,214

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Income
Interest - Other
Total Income
Expense
Administrative Expenses	23,162	19,655	45,141	32,452
Interest Expense	15,523	7,239	28,793	29,900
Total Expense	38,685	26,895	73,934	62,352
Net Loss	$ (38,685)	$ (26,895)	$ (73,934)	$ (62,352)
Weighted Average Number of Common Shares Outstanding- Basic and Diluted	6,082,214	1,915,548	6,082,214	1,915,548
Net Loss Per Share- Basic and Diluted	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.03)

Statements of Stockholders' Def

Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Jun. 30, 2019	$ 1,915,548	$ 15,586,480	$ (17,685,223)	$ (183,195)
Balance, shares at Jun. 30, 2019	1,915,548
Beneficial conversion feature		10,000		10,000
Net loss for the period			(35,457)	(35,457)
Balance at Sep. 30, 2019	$ 1,915,548	15,596,480	(17,720,680)	(208,652)
Balance, shares at Sep. 30, 2019	1,915,548
Balance at Jun. 30, 2019	$ 1,915,548	15,586,480	(17,685,223)	(183,195)
Balance, shares at Jun. 30, 2019	1,915,548
Net loss for the period				(62,352)
Balance at Dec. 31, 2019	$ 1,915,548	15,606,480	(17,747,575)	(225,547)
Balance, shares at Dec. 31, 2019	1,915,548
Balance at Sep. 30, 2019	$ 1,915,548	15,596,480	(17,720,680)	(208,652)
Balance, shares at Sep. 30, 2019	1,915,548
Beneficial conversion feature		10,000		10,000
Net loss for the period			(26,895)	(26,895)
Balance at Dec. 31, 2019	$ 1,915,548	15,606,480	(17,747,575)	(225,547)
Balance, shares at Dec. 31, 2019	1,915,548
Balance at Jun. 30, 2020	$ 6,082,214	11,609,814	(17,813,690)	(121,662)
Balance, shares at Jun. 30, 2020	6,082,214
Beneficial conversion feature		10,000		10,000
Net loss for the period			(35,249)	(35,249)
Balance at Sep. 30, 2020	$ 6,082,214	11,619,814	(17,848,939)	(146,911)
Balance, shares at Sep. 30, 2020	6,082,214
Balance at Jun. 30, 2020	$ 6,082,214	11,609,814	(17,813,690)	(121,662)
Balance, shares at Jun. 30, 2020	6,082,214
Net loss for the period				(73,934)
Balance at Dec. 31, 2020	$ 6,082,214	11,631,481	(17,887,624)	(173,929)
Balance, shares at Dec. 31, 2020	6,082,214
Balance at Sep. 30, 2020	$ 6,082,214	11,619,814	(17,848,939)	(146,911)
Balance, shares at Sep. 30, 2020	6,082,214
Beneficial conversion feature		11,667		11,667
Net loss for the period			(38,685)	(38,685)
Balance at Dec. 31, 2020	$ 6,082,214	$ 11,631,481	$ (17,887,624)	$ (173,929)
Balance, shares at Dec. 31, 2020	6,082,214

Statements of Stockholders' D_2

Statements of Stockholders' Deficit (Parenthetical) - $ / shares	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019	Sep. 30, 2019
Statement of Stockholders' Equity [Abstract]
Common stock, par value	$ 1	$ 1	$ 1	$ 1	$ 1

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				6 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2020	Dec. 31, 2019
OPERATING ACTIVITIES
Net Loss	$ (38,685)	$ (35,249)	$ (26,895)	$ (35,457)	$ (73,934)	$ (62,352)
Changes in assets and liabilities
Debt Discount					21,667	18,930
Accounts Payable					1,800	3,792
Accrued Interest Payable					7,125	10,970
Net cash used by Operating Activities					(43,342)	(28,660)
FINANCING ACTIVITIES
Proceeds from note payable from Roran Capital					32,500	30,000
Net cash provided by Financing Activities					32,500	30,000
Net cash (decrease) increase for period					(10,842)	1,340
Cash at beginning of period		$ 12,625		$ 8,993	12,625	8,993
Cash at end of period	$ 1,783		$ 10,333		1,783	10,333
Supplemental Non-Cash Investing and Financing Activities:
Intrinsic value of embedded beneficial conversion feature on convertible note payable					$ 11,667	$ 20,000

Organization and Operations

Organization and Operations	6 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	NOTE 1 – ORGANIZATION AND OPERATIONS Waterside Capital Corporation (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”) as a Small Business Investment Company (“SBIC”). The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company’s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996. On May 28, 2014, with the Company’s consent, the United States District Court for the Eastern District of Virginia, having jurisdiction over an action filed by the SBA (the “ Court Order The Company effectively stopped conducting an active business upon the appointment of the SBA as the receiver and the commencement of the court-ordered receivership (the “ Receivership The Company has no operating assets of any value, and the Company no longer has the SBIC license from the SBA. The Company is no longer operating as a registered investment company under the Investment Company Act. The Company will now seek to either (i) enter into a new business; or, (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity, and has undertaken a search to identify the best possible candidate(s) in order to provide value to the shareholders of the Company. The Company filed with the SEC an application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be a registered investment company. On April 22, 2020, the SEC issued an order under Section 8(f) of the Investment Company Act of 1940, as amended, declaring that the Company has ceased to be an investment company. As a result, the Company is now a reporting company under the Securities Exchange Act of 1934, as amended. The unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited financial statements for the latest year ended June 30, 2020. Accordingly, note disclosures which would substantially duplicate the disclosures contained on June 30, 2020, audited financial statements have been omitted from these interim unaudited financial statements. The Company evaluated all subsequent events and transactions through the date of filing this report. Certain information and note disclosures normally included in financial statements prepared in accordance with the United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended December 31, 2020, are not necessarily indicative of the results that may be expected for the year ending June 30, 2021. For further information, refer to the audited financial statements and notes for the year ended June 30, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on September 25, 2020. Going Concern The accompanying financial statements of our Company have been prepared in accordance with accounting principles generally accepted in the United States. The Company effectively ceased operations, has no significant liquid assets and continues to have net losses through the date of these financial statements. Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no operating business or assets and no revenue, as well as limitations on our capital resources. We have incurred losses and negative operating cash flows since the Receivership, and we expect to continue to incur losses and negative operating cash flows at least through the near future. Roran, which is a related party to the Company, has agreed to advance our Company a limited amount of funding in order to partially meet our most critical cash requirements. The Company’s note payable to Roran, and related accrued interest, was due upon maturity on December 31, 2020 and no maturity extension has been granted to date. The Company does not presently possess sufficient resources to satisfy its obligations. For further discussion of the advances made by Roran, see Notes 3 and 4. In December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations, and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns. The ultimate impact of the COVID-19 pandemic on our business is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the COVID-19 pandemic and any additional preventative and protective actions that governments may direct. Management believes the capital markets have been negatively impacted by COVID-19, which negatively impacts the Company’s ability to consummate a merger transaction.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s June 30, 2020 financial statements included in its 2020 Annual Report on Form 10-K. Fiscal Year-End The Company elected June 30 th Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Beneficial conversion feature Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20 related parties include (a) affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Deferred Tax Assets and Income Taxes Provision The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25-13. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities. Net Loss Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

Notes Payable

Notes Payable	6 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Notes Payable	NOTE 3 – NOTES PAYABLE SBA Obligations On March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the then outstanding debentures of $16.1 million-plus accrued interest (the “Debentures”) were due and payable within fifteen days of the date of the letter. The Company did not possess adequate liquid assets to make this payment. The Company negotiated terms of a settlement agreement with the SBA effective September 1, 2010, which allowed the Company’s management to liquidate the portfolio so long as there are no events of default. The Debentures were repurchased by the SBA in September 2010, represented by a Note Agreement between the SBA and the Company. The Note Agreement had a maturity of March 31, 2013. In the event of a default, the SBA had the ability to seek receivership. On May 24, 2012 the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule under the Note Agreement (the “ Notice On November 20, 2013, the SBA filed a complaint in the United States District Court for the Eastern District of Virginia seeking, among other things, receivership for the Company and judgment in the amount outstanding under the Note Agreement plus continuing interest. The complaint alleged that as of October 31, 2013, there remained an outstanding balance of $11,762,634 under the Note Agreement, including interest, which continued to accrue at the rate of $2,021 per day. The SBA, in filing the complaint, requested that the court take exclusive jurisdiction of the Company and all of its assets wherever located and appoint the SBA as permanent receiver of the Company to liquidate all of the Company’s assets and satisfy the claims of its creditors in the order of priority as determined by the court. The Company initially took steps to contest the legal action initiated by the SBA and to oppose the receivership action. On April 29, 2014, the Board of Directors of the Company, as then constituted (the “ Board On May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “ Court Order On June 28, 2017, the Receivership was terminated and a final order entered by the Court provided Roran with control of the Company. As of June 30, 2019, the Company’s outstanding judgment payable totaled $0, as the judgment had been satisfied in full. Roran purchased the Company’s outstanding judgment payable owed to the SBA from the SBA in July 2017. As such, all amounts due under the outstanding judgment payable were owed to Roran rather than the SBA. Upon purchase, the Company began to accrue interest that was due under the original terms of the judgment payable. On May 16, 2019, Roran forgave the entire principal amount and interest due thereon of $10,609,635. Roran Obligations On September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”). Pursuant to the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $150,000 in principal over 18 months. On June 17, 2019, the Company amended the Loan Agreement increasing the loan amount to $200,000 and extending the maturity date to September 19, 2019. Each advance under the Loan Agreement will be documented under a Convertible Promissory Note issued by the Company in favor of Roran (the “Note”). The Note bears interest at the rate of 12% per annum. Roran has the right to convert all or any portion of the Note into shares of the Company’s common stock at a conversion price equal to 60% of the share price. The Company recorded a BCF due to the conversion option of $116,800, which has been fully amortized as of September 30, 2019. The debt discount has been amortized as interest expense through September 30, 2019. On December 13, 2019, the Company amended its Loan Agreement Note with Roran as follows: (i) the total amount to be loaned was increased to $250,000, and (ii) the maturity date was extended to June 19, 2020. Roran has agreed to extend the loan and advance additional funds until further negotiations have been concluded. On June 8, 2020, Roran converted $124,500 principal amount of its promissory note with the Company and $25,500 of accrued and unpaid interest thereon, totaling $150,000, into 4,166,666 shares of Company Common Stock at the stated conversion price per share of $0.036. The remaining balance due on the promissory note, as of the conversion date, was $104,838 in principal and $19,988 in interest. As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $137,338 as of December 31, 2020 (net of debt discounts and exclusive of accrued interest).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 4 - RELATED PARTY TRANSACTIONS The following individuals and entities have been identified as related parties based on their family affiliation with our Chairman of the Board: Yitzhak Zelmanovitch Roran Capital LLC The following amounts were owed to related parties affiliated with the CEO and Chairman of the Board, at the dates indicated: December 31, 2020 Convertible Note Payable (See Note 3) $ 137,338 Interest on Convertible Note Payable 27,874 $ 165,212

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 5 – SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date of the filing of this Quarterly Report on Form 10-Q to determine if they must be reported, and there are no subsequent events to be reported except that the Company has been deregistered as an investment company as referenced in these financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Fiscal Year-End	Fiscal Year-End The Company elected June 30 th
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions	Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Convertible Financial Instruments	Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Beneficial conversion feature
Related Parties	Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20 related parties include (a) affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and Contingencies	Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Deferred Tax Assets and Income Taxes Provision	Deferred Tax Assets and Income Taxes Provision The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25-13. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities.
Net Loss Per Common Share	Net Loss Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Schedule of Amounts Owed to Related Parties	The following amounts were owed to related parties affiliated with the CEO and Chairman of the Board, at the dates indicated: December 31, 2020 Convertible Note Payable (See Note 3) $ 137,338 Interest on Convertible Note Payable 27,874 $ 165,212

Organization and Operations (De

Organization and Operations (Details Narrative)	May 28, 2014USD ($)
Small Business Administration [Member]
Amount paid in favor of judgement	$ 11,770,722

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative)	6 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Income tax likelihood of being realized upon ultimate settlement	Fifty percent (50%)
Income tax examination, description	Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company's operating losses, all tax years remain subject to examination by tax authorities.

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)

Jun. 08, 2020

Dec. 13, 2019

Jun. 17, 2019

May 16, 2019

Sep. 19, 2017

May 28, 2014

Dec. 31, 2020

Jun. 30, 2020

Sep. 30, 2019

Jun. 30, 2019

Oct. 31, 2013

Mar. 30, 2010

Notes payable

$ 11,762,634

$ 16,100,000

Accrue interest

$ 2,021

Debt instrument face amount

$ 116,800

Judgment payable

$ 0

Convertible note payable

$ 137,338

$ 104,838

Convertible Loan Agreement [Member]

Debt maturity term description

Pursuant to the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $150,000 in principal over 18 months.

Roran Capital LLC [Member]

Forgiveness of pricipal amount and interest

$ 10,609,635

Roran Capital LLC [Member] | Convertible Loan Agreement [Member]

Debt instrument face amount

$ 124,500

$ 250,000

$ 200,000

Debt maturity date

Jun. 19, 2020

Sep. 19, 2019

Debt instruments interest rate percentage

12.00%

Debt instruments conversion price, percentage

60.00%

Accrue and unpaid interest

25,500

Conversion common stock value

$ 150,000

Conversion common stock shares

4,166,666

Conversion price per share

$ 0.036

Roran Capital LLC [Member] | Loan Agreement And Promissory Note [Member]

Debt instrument face amount

$ 104,838

Debt maturity date

Jun. 19, 2020

Accrue and unpaid interest

$ 19,988

Small Business Administration [Member]

Accrue interest

$ 70,722

Amount paid in favor of judgement

11,770,722

Debt instrument face amount

$ 11,700,000

Related Party Transactions - Sc

Related Party Transactions - Schedule of Amounts Owed to Related Parties (Details) - USD ($)	Dec. 31, 2020	Jun. 30, 2020
Convertible Note Payable (See Note 3)	$ 137,338	$ 104,838
Interest on Convertible Note Payable	27,874	$ 20,749
Yitzhak Zelmanovitch [Member] | Roran Capital LLC [Member]
Convertible Note Payable (See Note 3)	137,338
Interest on Convertible Note Payable	27,874
Due to related parties	$ 165,212