Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Jan. 15, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | GLOBAL TECHNOLOGIES LTD | |
Entity Central Index Key | 0000932021 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,785,683,162 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 13,439 | $ 25 |
Accounts receivable | 70,580 | |
Loans receivable | 104,812 | 104,812 |
Receivable, other | 8,282 | 8,691 |
Total current assets | 126,533 | 184,108 |
Property and equipment, less accumulated depreciation of $3,788 and $3,030 | 32,575 | 33,333 |
Investment in Global Clean Solutions, LLC | 250,000 | |
Goodwill | 1,346,646 | 1,346,646 |
Total other assets | 1,629,221 | 1,379,979 |
TOTAL ASSETS | 1,755,754 | 1,564,087 |
CURRENT LIABILITIES | ||
Accounts payable | 516,229 | 512,585 |
Accrued interest | 92,453 | 75,510 |
Accrued director's compensation | 89,803 | 79,803 |
Notes payable-third parties | 1,492,176 | 1,293,027 |
Loan payable, related party | 7,755 | 525 |
Note payable-related party | 124,800 | 124,800 |
Debt discounts-third parties | (412,200) | (453,608) |
Derivative liability | 1,809,710 | 1,420,455 |
Total current liabilities | 3,720,726 | 3,053,097 |
TOTAL LIABILITIES | 3,720,726 | 3,053,097 |
STOCKHOLDERS' DEFICIENCY | ||
Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of September 30, 2020 and June 30, 2020, there are 12,786,078,996 and 12,189,293,609 shares outstanding, respectively | 1,278,608 | 1,218,929 |
Additional paid- in capital preferred stock | 60,000 | 60,000 |
Common stock to be issued | 110,000 | 100,000 |
Accumulated deficit | (161,453,163) | (160,937,361) |
Total stockholders' deficiency | (1,964,972) | (1,489,010) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 1,755,754 | 1,564,087 |
Series K Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, value | ||
Total stockholders' deficiency | ||
Series L Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, value | ||
Total stockholders' deficiency | ||
Class A Common Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Additional paid- in capital common stock | 158,039,583 | 158,069,422 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' DEFICIENCY | ||
Additional paid- in capital common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Accumulated depreciation | $ 3,788 | $ 3,030 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ .01 | $ 0.01 |
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 |
Common stock, par value | $ .0001 | $ 0.0001 |
Common stock, shares outstanding | 12,786,078,996 | 12,189,293,609 |
Series K Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3 | 3 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, outstanding | 3 | 3 |
Series L Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, outstanding | 10 | 10 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue earned | ||
Revenue | ||
Cost of goods sold | ||
Gross profit | ||
Operating Expenses | ||
Officer and director compensation, including stock-based compensation of $10,000 and $10,000, respectively | 20,000 | 20,000 |
Depreciation expense | 758 | |
Consulting services | 60,000 | |
Professional services | 9,000 | 7,500 |
Selling, general and administrative | 38,437 | 1,833 |
Total operating expenses | 68,195 | 89,333 |
Loss from operations | (68,195) | (89,333) |
Other expenses | ||
Gain (loss) on derivative liability | (3,965) | (126,400) |
Gain (loss) on issuance on notes payable | (115,290) | |
Interest expense | (16,943) | (3,615) |
Amortization of debt discounts | (311,409) | (8,890) |
Total other expenses | (447,607) | (138,905) |
Loss before provision for income taxes | (515,802) | (228,238) |
Provision for income taxes | ||
Net loss | $ (515,802) | $ (228,238) |
Basic and diluted loss per common share | $ 0 | $ 0 |
Weighted average common shares outstanding - basic and diluted | 12,242,347,830 | 12,189,293,609 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||
Stock-based compensation | $ 10,000 | $ 10,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders (Deficiency) (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Series K Preferred Stock [Member] | ||
Balance | ||
Balance, shares | 3 | 3 |
Common stock for services | ||
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839 | ||
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839, shares | ||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | ||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees, shares | ||
Issuance of Series K preferred stock in satisfaction of services rendered as an officer | ||
Issuance of Series K preferred stock in satisfaction of services rendered as an officer, shares | 3 | |
Net loss | ||
Balance | ||
Balance, shares | 3 | 3 |
Series L Preferred Stock [Member] | ||
Balance | ||
Balance, shares | 10 | |
Common stock for services | ||
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839 | ||
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839, shares | ||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | ||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees, shares | 10 | |
Issuance of Series K preferred stock in satisfaction of services rendered as an officer | ||
Issuance of Series K preferred stock in satisfaction of services rendered as an officer, shares | ||
Net loss | ||
Balance | ||
Balance, shares | 10 | 10 |
Common Stock [Member] | ||
Balance | $ 1,218,929 | $ 1,218,929 |
Balance, shares | 12,189,293,609 | 12,189,293,609 |
Common stock for services | ||
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839 | $ 59,679 | |
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839, shares | 596,785,387 | |
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | ||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees, shares | ||
Issuance of Series K preferred stock in satisfaction of services rendered as an officer | ||
Issuance of Series K preferred stock in satisfaction of services rendered as an officer, shares | ||
Net loss | ||
Balance | $ 1,278,608 | $ 1,218,929 |
Balance, shares | 12,786,078,996 | 12,189,293,609 |
Common Stock to be Issued [Member] | ||
Balance | $ 100,000 | $ 60,000 |
Common stock for services | 10,000 | 10,000 |
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839 | ||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | ||
Issuance of Series K preferred stock in satisfaction of services rendered as an officer | ||
Net loss | ||
Balance | 110,000 | 70,000 |
Additional Paid in Capital [Member] | ||
Balance | 158,129,422 | 158,069,422 |
Common stock for services | ||
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839 | (29,839) | |
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | 50,000 | |
Issuance of Series K preferred stock in satisfaction of services rendered as an officer | 10,000 | |
Net loss | ||
Balance | 158,099,583 | 158,129,422 |
Accumulated Deficit [Member] | ||
Balance | (160,937,361) | (160,386,420) |
Common stock for services | ||
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839 | ||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | ||
Issuance of Series K preferred stock in satisfaction of services rendered as an officer | ||
Net loss | (515,802) | (228,238) |
Balance | (161,453,163) | (160,614,658) |
Balance | (1,489,010) | (1,038,065) |
Common stock for services | 10,000 | 10,000 |
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839 | $ 29,839 | |
Issuance of common stock to a noteholder in lieu of cash payment for fees in the amount of $29,839, shares | 596,785,387 | |
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | 50,000 | |
Issuance of Series K preferred stock in satisfaction of services rendered as an officer | 10,000 | |
Net loss | $ (515,802) | (228,238) |
Balance | $ (1,964,972) | $ (1,196,307) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders (Deficiency) (Parenthetical) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payment for fees | $ 29,839 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES: | ||
Net (loss) | $ (515,802) | $ (228,238) |
Adjustment to reconcile net loss to net cash provided by operating activities: | ||
Issuance of common stock for conversion fees | 29,839 | |
Common stock to be issued for director fees | 10,000 | 10,000 |
Issuance of Series L Preferred stock for consulting services | 50,000 | |
Issuance of Series K Preferred stock for consulting services | 10,000 | |
Derivative liability loss (gain) | 3,965 | 126,400 |
Loss on issuance of notes payable | 115,290 | |
Depreciation | 758 | |
Amortization of debt discounts | 311,409 | 8,890 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 70,580 | |
Receivable, other | 409 | |
Accounts payable | 3,643 | 3,869 |
Accrued interest | 16,676 | 3,615 |
Accrued director's compensation | 10,000 | 10,000 |
Net cash provided (used) by operating activities | 56,767 | (5,464) |
INVESTING ACTIVITIES: | ||
Net cash provided (used) by investing activities | ||
FINANCING ACTIVITIES: | ||
Borrowings from loans payable-related parties | 7,227 | 5,464 |
Repayments under note payable | (70,580) | |
Borrowings from notes payable | 20,000 | |
Net cash (used in) provided by financing activities | (43,353) | 5,464 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 13,414 | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 25 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 13,439 | |
Supplemental Disclosures of Cash Flow Information: | ||
Taxes paid | ||
Interest paid | ||
Non-cash investing and financing activities: | ||
Issuance of convertible note for acquisition of Global Clean Solutions, LLC membership units | $ 250,000 |
Organization
Organization | 3 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE A – ORGANIZATION Overview Global Technologies, Ltd. (hereinafter the “Company”, “Our”, “We”, or “Us”) is a publicly quoted company that was incorporated under the laws of the State of Delaware on January 20, 1999 under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with the State of Delaware to change the name of the corporation to Global Technologies, Ltd. Our principal executive offices are located at 501 1 st Current Operations Global Technologies, Ltd (“Global”) is a holding corporation, which through its subsidiaries, has operations engaged in the online sales of CBD and hemp related products, the acquisition of intellectual property in the safety and security space and as a portal for entrepreneurs to provide immediate access to live shopping, e-commerce, product placement in brick and mortar retail outlets and logistics. On November 30, 2019, the Company entered into a Purchase and Sale Agreement (the “Agreement”) for the purchase of TCBM Holdings, LLC (“TCBM”). Under the terms of the Agreement, the Company issued a Convertible Promissory Note (the “Note”) in the amount of $2,000,000 to Jetco Holdings, LLC for the purchase of all issued and outstanding membership units of TCBM and its subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. On March 11, 2020, the Company, through its two wholly owned subsidiaries, HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC (the “Owner”) (together Seller and Owner the “Selling Parties”) entered into an Asset Purchase Agreement (the “Agreement”) with Edison Nation, Inc. and its wholly owned subsidiary, Scalematix, LLC (together the “Buyer”), for the sale of certain assets in the health and wellness industry and related consumer products industry. Under the terms of the Agreement, Buyer was to remit $70,850 via wire transfer at Closing and issue to a representative of the Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty (238,750) shares of restricted common stock. In addition, the Selling Parties shall have the right to additional earn out compensation based upon the following metrics: (i) at such time as the purchased assets achieve cumulative revenue of $2,500,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock; and (ii) at such time as the purchased assets achieve cumulative revenue of $5,000,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock. The Closing of the transaction occurred on March 11, 2020. As of the date of this filing, the Company has received the 238,750 shares of restricted common stock valued at $477,500 and cash compensation of $70,850 due under the terms of the Agreement. The shares were subsequently transferred to the principal of Jetco Holdings, LLC as payment against the November 30, 2019 Convertible Promissory Note issued by the Company. Please see NOTE F - NOTES PAYABLE, THIRD PARTIES On September 3, 2020, the Company entered into a Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest in order to facilitate the transfer of 25 Membership Units (the “Units”) issued by Global Clean Solutions, LLC (“Global”) and held in the name of Graphene Holdings, LLC (“Graphene”) to the Company. In exchange for the transfer of the Units to the Company, the Company issued to Graphene a Convertible Promissory Note (the “Note”) in the amount of $250,000. Please see NOTE F - NOTES PAYABLE, THIRD PARTIES Our wholly owned subsidiaries: About TCBM Holdings, LLC TCBM Holdings, LLC (“TCBM”) was formed as a Delaware limited liability company on August 10, 2017. TCBM is a holding corporation, which operated through its two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. About HMNRTH, LLC HMNRTH, LLC (“HMN”) was formed as a Delaware limited liability company on July 30, 2019. HMNRTH operates as an online store selling a variety of hemp and CBD related products. The Company’s business model is to bridge the gap between the lifestyle and knowledge components within the cannabis industry. The Company’s goal is to educate every consumer while cultivating an experience by providing quality products, branded cutting-edge content, and diversified product lines for any purpose. Most importantly, we want our clients to discover their inner HMN, redefine their inner HMN and Empower their inner HMN. In September 2019, the Company entered into a Quality Agreement with Nutralife Biosciences for the development and production of its CBD line of products. The Company’s product line includes hemp derived, full spectrum cannabidiol tinctures and creams in varying sizes. The Company’s ecommerce website can be found at www.hmnrth.com In order for the Company to generate revenue through HMNRTH, we will need to: (i) produce additional inventory for retail sales through the Company’s ecommerce site or sales, or (ii) sales to third party distributors, or (iii) direct sales to brick and mortar CBD retail outlets, or (iv) generate additional CBD formulas to be utilized in new products At present, the Company does not have the required capital to initiate any of the options and there is no guarantee that we will be able to raise the required funds. Regulation of HMNRTH products: The manufacture, labeling and distribution of our products is regulated by various federal, state and local agencies. These governmental authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of our product claims or the ability to sell our products in the future. The FDA regulates our nutraceutical and wellness products to ensure that the products are not adulterated or misbranded. We are subject to additional regulation as a result of our CBD products. The shifting compliance environment and the need to build and maintain robust systems to comply with different compliance in multiple jurisdictions increase the possibility that we may violate one or more of the requirements. If our operations are found to be in violation of any of such laws or any other governmental regulations that apply to us, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results. Failure to comply with FDA requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Our advertising is subject to regulation by the FTC under the FTCA. Additionally, some states also permit advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class action certifications, seek class wide damages and product recalls of products sold by us. Any actions against us by governmental authorities or private litigants could have a material adverse effect on our business, financial condition and results of operations. About 911 Help Now, LLC 911 Help Now, LLC (“911”) was formed as a Delaware limited liability company on February 2, 2018. 911 was a holding company of intellectual property in the safety and security space. At present, we own no intellectual property within our 911 subsidiary. In order to generate future revenue within 911, we will need to identify and either acquire or license intellectual property. In the event of an acquisition, we will then need to either develop products utilizing our intellectual property or license out our intellectual property to a third party. There is no guarantee that we will be successful with an acquisition or licensing of any intellectual property. About Markets on Main, LLC Markets on Main, LLC (“MOM”) was formed as a Florida limited liability company on April 2, 2020. MOM is A full service, sales and distribution, third-party logistics provider and portal to multi-channel sales opportunities. MOM’s focus is on bringing small businesses and entrepreneurs to large opportunities and distribution. MOM will provide the following services to its clients: inventory management, brand management, fulfillment and drop-ship capabilities, retail distribution and customer service. MOM’s website can be found at www.marketsonmain.com Investment: About Global Clean Solutions, LLC Global Clean Solutions was founded as a special purpose entity in the Personal Protective Equipment Industry during the initial stages of the pandemic in 2020. Its management set out with a simple mission; deliver customers PPE while removing the panic from the pandemic. Global Clean Solutions has created a solid and repeatable foundation and is able to satisfy the needs of both government municipalities and corporations that many companies have tried, and few have succeeded. ● Direct to factory relationships ● Proprietary hand sanitizer ready to ship ● Funding programs available ● Government contract expertise ● Overseas production capabilities ● Distribution centers in CA and FL Consultants On January 2, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Timothy Cabrera (the “Consultant”). Under the terms of the Agreement, the Consultant is to provide services to further the business plan of the Company’s subsidiaries, seek and advise the Company on the acquisition of potential products, seek acquisition candidates and on the sale of any inventory. The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On January 2, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Brian McFadden (the “Consultant”). Under the terms of the Agreement, the Consultant is to provide services to manage the Company’s HMNRTH subsidiary, manage the process of new CBD formulas from development to sale, seek and advise the Company on the acquisition of potential products and on the sale of any inventory. The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On August 22, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with Sylios Corp (the “Consultant”), an entity controlled by the Company’s President, Jimmy Wayne Anderson. Under the terms of the Agreement, the Consultant is to provide services related to acquisitions, mergers and certain day to day tasks of managing a public company. As compensation, the Company shall pay Consultant $50,000 through the issuance of ten (10) shares of the Company’s Series L Preferred Stock. The Company issued the shares of Series L Preferred Stock on September 2, 2019. The Agreement has a term of six (6) months or until the Consultant completes the services requested. The Agreement has continued past the six-month term and shall continue for the foreseeable future. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE B – BASIS OF PRESENTATION The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2020 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020 as filed with the Securities and Exchange Commission on December 21, 2020. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended June 30, 2020, and updated, as necessary, in this Quarterly Report on Form 10-Q. As used herein, the terms the “Company,” “Global Technologies” “we,” “us,” “our” and similar refer to Global Technologies, Ltd, a corporation that was incorporated under the laws of the State of Delaware on January 20, 1999 under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with the State of Delaware to change the name of the corporation to Global Technologies, Ltd. As of September 30, 2020, Global Technologies had four wholly-owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911 Help Now, LLC (“911”) and Markets on Main, LLC (“MOM”). COVID-19 COVID-19 has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activities by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through business and transportation shutdowns and restrictions on people’s movement and congregation. As a result of the pandemic, we have experienced, and continue to experience, weakened demand for our CBD products. Many of our wholesale and retail customers have been unable to sell our products in their stores due to government-mandated closures and have deferred or significantly reduced orders for our products. We expect these trends to continue until such closures are significantly curtailed or lifted. In addition, the pandemic has reduced foot traffic in their stores where our products are sold that remain open, and the global economic impact of the pandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods. Given these factors, the Company anticipates that the greatest impact from the COVID-19 pandemic will occur in the third and fourth quarters of fiscal 2020 and first quarter of fiscal 2021 and will most likely result in a significant delay in the buildout of our Markets on Main operations. In addition, certain of our suppliers and the manufacturers of certain of our products were adversely impacted by COVID-19. As a result, we faced delays or difficulty sourcing products, which negatively affected our business and financial results. Even if we are able to find alternate sources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitability and financial condition. We have taken actions to protect our employees in response to the pandemic, including closing our corporate office and requiring our office employee to work from home. At the manufacturing facility where our HMNRTH CBD products are produced, certain practices have been taken into effect to safeguard workers, including a staggered work schedule, and shortening of the work week. If this were to continue, it may significantly delay our ability to have product produced for delivery. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended June 30, 2020 filed with the Securities and Exchange Commission on December 21, 2020. Principles of Consolidation The consolidated financial statements include the accounts of Global Technologies. All inter-company balances and transactions have been eliminated in consolidation. Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of Global Technologies’ customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At September 30, 2020 and 2019, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible. Accounts receivable – related party and allowance for doubtful accounts Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable – related party at September 30, 2020. Concentrations of Risks Concentration of Accounts Receivable Concentration of Revenues Concentration of Suppliers Concentration of Loans Receivable Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of September 30, 2020, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as 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 for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented. Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Please see NOTE I - DERIVATIVE LIABILITY Long-lived Assets Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Accounting for Investments On September 03, 2020, the Company entered into a Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest in order to facilitate the transfer of 25 Membership Units (the “Units”), representing a twenty five percent ownership, issued by Global Clean Solutions, LLC (“Global”) and held in the name of Graphene Holdings, LLC (“Graphene”) to the Company. The Company reviews its investments for impairment on a quarterly basis. After reviewing the status of Global’s financial condition, the Company has determined that no impairment of its investment is necessary for the three months ended September 30, 2020. For the three months ended September 30, 2020, there were no similar transactions with third-parties and no downward or upward adjustments were appropriate during the quarter. 09/03/2020 09/30/2020 Global Clean Solutions, LLC $ 250,000 $ 250,000 Total investments $ 250,000 $ 250,000 The above investment does not have a readily determinable fair value, as identified in ASC 321-10-35-2, and each investment is measured at cost less impairment. The Company monitors the investment for any changes in observable prices from orderly transactions. Deferred Financing Costs Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. Revenue recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods is transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we 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. A party which can significantly influence the management or operating policies of the transacting parties, or if it has 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, is also a related party. Advertising Costs Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs. Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the three months ended September 30, 2020 and 2019, the Company excluded 24,631,204,762 and 8,417,500,000, respectively, shares relating to convertible notes payable to third parties (Please see NOTE G - NOTES PAYABLE, THIRD PARTIES Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017 for public companies, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). ASU 2014-09 was adopted on July 1, 2019. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements. In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. The Company has adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on May 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently evaluating the impact of the adoption of ASU 2020-06 on our financial statements. Use of Estimates 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 date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. Goodwill After completing the purchase price allocation, any residual of cost over fair value of the net identifiable assets and liabilities was assigned to the unidentifiable asset, goodwill. Formerly subject to mandatory amortization, this now is not permitted to be amortized at all, by any allocation scheme and over any useful life. Impairment testing, using a methodology at variance with that set forth in FAS 144 (which, however, continues in effect for all other types of long-lived assets and intangibles other than goodwill), must be applied periodically, and any computed impairment will be presented as a separate line item in that period’s income statement, as a component of income from continuing operations (unless associated with discontinued operations, in which case, the impairment would, net of income tax effects, be combined with the remaining effects of the discontinued operations. In accordance with Statement No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill, but performs impairment tests of the carrying value at least periodically. Intangible Assets Intangible assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC |
Acquisition of TCBM Holdings, L
Acquisition of TCBM Holdings, LLC | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisition of TCBM Holdings, LLC | NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC On November 30, 2019, the Company acquired 100% ownership of TCBM Holdings, LLC (“TCBM”) and TCBM’s two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. The combination has been accounted for in the accompanying consolidated financial statements as an “acquisition” transaction. Accordingly, the financial position and results of operation of the Company prior to November 30, 2019 has been excluded from the accompanying consolidated financial statements. The Company acquired a 100% interest in exchange for a Convertible Promissory Note in the amount of $2,000,000. Details regarding the book values and fair values of the net assets acquired are as follows: Book Value Fair Value Difference (Unaudited) (Unaudited) (Unaudited) Cash $ 546,411 $ 546,411 $ - Inventory 70,580 70,580 - Property and Equipment 36,363 36,363 - Total $ 653,354 $ 653,354 $ - Acquisitions Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Acquired inventories are marked to fair value for valuation of the total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company. Assets acquired As of November 30, 2019 Cash $ 546,411 Inventory (i) 70,580 Property, plant and equipment (ii) 36,363 653,354 Goodwill (iii) 1,346,646 Total purchase price $ 2,000,000 (i) Inventories acquired were sold on March 11, 2020 (ii) Property, plant and equipment acquired includes computers, software and other office equipment. (iii) Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. The changes in the carrying amount of goodwill for the period from November 30, 2019 through September 30, 2020 were as follows: Balance as of November 30, 2019 $ 1,346,646 Additions and adjustments - Balance as of September 30, 2020 $ 1,346,646 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE E - PROPERTY AND EQUIPMENT 09/30/2020 06/30/2020 Property and Equipment $ 36,363 $ 36,363 Less: accumulated depreciation (3,788 ) (3,030 ) Total $ 32,575 $ 33,333 (i) Property and equipment are stated at cost and depreciated principally on methods and at rates designed to amortize their costs over their useful lives. (ii) Depreciation expense for the three months ended September 30, 2020 and 2019 was $758 and $-, respectively. |
Accrued Officer and Director Co
Accrued Officer and Director Compensation | 3 Months Ended |
Sep. 30, 2020 | |
Accrued Officer And Director Compensation | |
Accrued Officer and Director Compensation | NOTE F – ACCRUED OFFICER AND DIRECTOR COMPENSATION Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of: 09/30/2020 06/30/2020 Pursuant to January 26, 2018 Board of Directors Service Agreement $ 89,803 $ 79,803 Total $ 89,803 $ 79,803 For the three months ended September 30, 2020 and year ended June 30, 2020, the balance of accrued officer and director compensation changed as follows: Pursuant to Pursuant to Total Balances at June 30, 2019 - 39,803 39,803 Officer’s/director’s compensation for the year ended June 30, 2020 (not including stock-based compensation of $40,000 accrued as Stock to be Issued) - 40,000 40,000 Balances at June 30, 2020 - 79,803 79,803 Officer’s/director’s compensation for the three months ended September 30, 2020 (not including stock-based compensation of $10,000 accrued as Stock to be Issued) - 10,000 10,000 Balances at September 30, 2020 $ - $ 89,803 $ 89,803 (i) As of September 30, 2020 and June 30, 2020, total shares of common stock accrued as “Stock to be Issued” to Mr. Anderson as per the terms of the Board of Director’s Services Agreement is 110,000 and 100,000, respectively. |
Notes Payable, Third Parties
Notes Payable, Third Parties | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable, Third Parties | NOTE G – NOTES PAYABLE, THIRD PARTIES Notes payable to third parties consist of: September 30, 2020 June 30, 2020 (Unaudited) Convertible Promissory Note dated January 24, 2018 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 24, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (i) $ 15,750 $ 15,750 Convertible Promissory Note dated February 16, 2018 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due February 16, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (ii) 8,000 8,000 Convertible Promissory Note dated June 3, 2018 payable to Valvasone Trust (“Valvasone”), interest at 5%, due June 3, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (iii) 91,900 91,900 Convertible Promissory Note dated June 29, 2018 payable to Jody A. DellaDonna (“JDD”), interest at 5%, due June 29, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (iv) 25,000 25,000 Convertible Promissory Note dated November 30, 2019 payable to Jetco Holdings, LLC (“Jetco”), interest at 3%, due November 30, 2020-less unamortized debt discount of $168,517 and $433,199 at September 30, 2020 and June 30, 2020, respectively (v) 882,009 688,177 Convertible Promissory Note dated December 17, 2019 payable to Armada Investment Fund, LLC (“Armada”), interest at 8%, due December 17, 2020-less unamortized debt discount of $2,253 and $5,998 at, September 30, 2020 and June 30, 2020, respectively (vi) 8,747 5,002 Convertible Promissory Note dated March 20, 2020 payable to Jetco Holdings, LLC (“Jetco”), interest at 3%, due March 20, 2021-less unamortized debt discount of $9,466 and $14,411 at, September 30, 2020 and June 30, 2020, respectively (vii) 10,534 5,589 Convertible Promissory Note dated September 3, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 3, 2021-less unamortized debt discount of $213,115 and $0 at, September 30, 2020 and June 30, 2020, respectively (viii) 36,885 - Convertible Promissory Note dated September 9, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 9, 2021-less unamortized debt discount of $18,849 and $0 at, September 30, 2020 and June 30, 2020, respectively (ix) 1,151 - Totals $ 1,079,976 $ 839,418 (i) On January 24, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC in the principal amount of $15,750. The Convertible Note was fully funded on January 24, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 24, 2019) at the option of the holder. The Conversion Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by 50% of the Market Price. “Market Price” shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). If at any time, one or multiple times, during the Valuation Period the number of Estimated Shares delivered to Holder is less than the Notice Shares, the company must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities The Convertible Note has a term of one (1) year and bears interest at 10% annually. As of September 30, 2020, $15,750 principal plus $4,229 interest were due. (ii) On February 16, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC in the principal amount of $8,000. The Convertible Note was fully funded on February 16, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 16, 2019) at the option of the holder at the Variable Conversion Price, which shall be equal to the lesser of (i) the price of any public offering of the Maker’s Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice, and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note has a term of one (1) year and bears interest at 10% annually. As of September 30, 2020, $8,000 principal plus $2,094 interest were due. (iii) On June 3, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Valvasone Trust in the principal amount of $91.900. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 3, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $91,900 principal plus $19,672 interest were due. (iv) On June 29, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Jody A. DellaDonna in the principal amount of $25,000. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 29, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $25,000 principal plus $5,141 interest were due. (v) On November 30, 2019, the Company executed a Convertible Note (the “Convertible Note”) payable to Jetco Holdings, LLC in the principal amount of $2,000,000. The Convertible Note was Issued as part of the Purchase and Sale Agreement for the acquisition of TCBM Holdings, LLC. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (November 30, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price (vi) On December 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Armada Capital Partners, LLC (“Armada”) wherein the Company issued Armada a Convertible Promissory Note (the “Convertible Note”) in the amount of $11,000 ($1,000 OID). The Convertible Note has a term of one (1) year (due on December 17, 2020) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“ Conversion Price (vii) On March 20, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Jetco Holdings, LLC in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price (viii) On September 3, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC in the principal amount of $250,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 3, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price (ix) On September 9, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 9, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price |
Note Payable, Related Party
Note Payable, Related Party | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Note Payable, Related Party | NOTE H - NOTE PAYABLE, RELATED PARTY Notes payable to related parties consist of: September 30, 2020 June 30, 2020 Unsecured Convertible Promissory Notes dated July 27, 2018, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 5%, due July 27, 2019, in technical default- less unamortized debt discount of $0 and $8,890 at September 30, 2020 and June 30, 2020, respectively (i) $ 124,800 $ 124,800 Total $ 124,800 $ 124,800 (i) On July 27, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Around the Clock Partners, LP in the principal amount of $124,800. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (July 27, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $124,800 principal plus $24,471 interest were due. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE I - DERIVATIVE LIABILITY The derivative liability at September 30, 2020 and June 30, 2020 consisted of: September 30, 2020 June 30, 2020 Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES $ 215,586 $ 213,993 Convertible Promissory Note payable to Valvasone Trust. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES 165,244 150,619 Convertible Promissory Notes payable to Jody A. DellaDonna. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES 44,952 40,974 Convertible Promissory Note payable to Around the Clock Partners, LP. Please see NOTE G – NOTES PAYABLE, RELATED PARTIES 224,401 204,540 Convertible Promissory Notes payable to Jetco Holdings, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES 917,274 800,452 Convertible Promissory Note payable to Armada Investment Fund, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES 11,640 9,877 Convertible Promissory Notes payable to Graphene Holdings, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES 230,613 - Total derivative liability $ 1,809,710 $ 1,420,455 The Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates of the notes and charged the applicable amounts to debt discounts (limited to the face value of the respective notes) and the remainder to other expenses. The increase (decrease) in the fair value of the derivative liability from the respective issue dates of the notes to the measurement dates is charged (credited) to other expense (income). The fair value of the derivative liability was measured at the respective issuance dates and at September 30, 2020, and June 30, 2020 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at September 30, 2020 were (1) stock price of $0.0001 per share, (2) conversion prices ranging from $0.00001 to $0.00007 per share, (3) term of 5 to 6 months, (4) expected volatility of 128.37% to 139.74%, and (5) risk free interest rate of 0.18%. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2020 were (1) stock price of $0.0001 per share, (2) conversion prices ranging from $0.00001 to $0.00007 per share, (3) term of 6 months to 1 year, (4) expected volatility of 113.19% and 139.74%, and (5) risk free interest rate of 0.16%. The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3): Level 3 Balance at June 30, 2020 $ 1,420,455 Additions 385,290 Gain 3,965 Balance at September 30, 2020 $ 1,809,710 |
Capital Stock
Capital Stock | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Capital Stock | NOTE J - CAPITAL STOCK Preferred Stock Filed with the State of Delaware On September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series A 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series A 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series A 8% Convertible Preferred Stock. At September 30, 2020 and June 30, 2020, the Company had 0 and 0 shares issued and outstanding, respectively. On September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series B 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series B 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series B 8% Convertible Preferred Stock. At September 30, 2020 and June 30, 2020, the Company had 0 and 0 shares issued and outstanding, respectively. On February 15, 2000, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series C 5% Convertible Preferred Stock, par value $0.01. The designation of the new Series C 5% Convertible Preferred Stock was approved by the Board of Directors on February 14, 2000. The Company is authorized to issue 1,000 shares of the Series C 5% Convertible Preferred Stock. At September 30, 2020 and June 30, 2020, the Company had 0 and 0 shares issued and outstanding, respectively. On April 26, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series D Convertible Preferred Stock, par value $0.01. The designation of the new Series D Convertible Preferred Stock was approved by the Board of Directors on April 26, 2001. The Company is authorized to issue 800 shares of the Series D Convertible Preferred Stock. At September 30, 2020 and June 30, 2020, the Company had 0 and 0 shares issued and outstanding, respectively. On June 28, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series E 8% Convertible Preferred Stock, par value $0.01. The designation of the new Series E 8% Convertible Preferred Stock was approved by the Board of Directors on March 30, 2001. The Company is authorized to issue 250 shares of the Series E Convertible Preferred Stock. At September 30, 2020 and June 30, 2020, the Company had 0 and 0 shares issued and outstanding, respectively. Series K Super Voting Preferred Stock On July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series K Super Voting Preferred Stock, par value $0.01. The designation of the new Series K Super Voting Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized to issue three (3) shares of the Series K Super Voting Preferred Stock. At September 30, 2020 and June 30, 2020, the Company had 3 and 3 shares issued and outstanding, respectively. Dividends. Liquidation and Redemption Rights. Conversion. Rank pari passu Voting Rights. A. If at least one share of Series K Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series K Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any and all Preferred stocks which are issued and outstanding at the time of voting. B. Each individual share of Series K Super Voting Preferred Stock shall have the voting rights equal to: [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of any other Preferred stocks issued and outstanding at the time of voting}] Divided by: [the number of shares of Series K Super Voting Preferred Stock issued and outstanding at the time of voting] With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series K Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws. Series L Preferred Stock On July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series L Preferred Stock, par value $0.01. The designation of the new Series L Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized to issue five hundred thousand (500,000) shares of the Series L Preferred Stock. At September 30, 2020 and June 30, 2020, the Company had 10 and 10 shares issued and outstanding, respectively. Dividends. Voting. a. If at least one share of Series L Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series L Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all series of Preferred Stock which are issued and outstanding at the time of voting. b. Each individual share of Series L Preferred Stock shall have the voting rights equal to: [four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + the total number of shares of all series of Preferred Stock issued and outstanding at time of voting}] divided by: [the number of shares of Series L Preferred Stock issued and outstanding at the time of voting] Conversion Rights a) Outstanding b) Method of Conversion i. Procedure- Before any holder of Series L Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the Series L Preferred Stock, and shall give written notice 5 business days prior to date of conversion to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of common stock are to be issued. The Company shall, within five business days, issue and deliver at such office to such holder of Series L Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date is referred to herein as the “Conversion Date.” ii. Issuance- Shares of Series L Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, Employees, Consultants or as directed by a majority vote of the Board of Directors. The number of Shares of Series L Preferred Stock to be issued to each qualified person (member of Management, Employee or Consultant) holding a Note shall be determined by the following formula: For retirement of debt: One (1) share of Series L Preferred stock shall be issued for each Five Thousand Dollar ($5,000) tranche of outstanding liability. As an example: If an officer has accrued wages due to him or her in the amount of $25,000, the officer can elect to accept 5 shares of Series L Preferred stock to satisfy the outstanding obligation of the Company. iii. Calculation for conversion into Common Stock- Each individual share of Series L Preferred Stock shall be convertible into the number of shares of Common Stock equal to: [5000] divided by: [.50 times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice of Conversion remitted to the Company by the Series L Preferred stockholder] Common Stock Class A and Class B: Identical Rights. Stock Splits. Liquidation Rights Voting Rights. (a) The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders, with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided by law. (b) The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors. Preemptive or Subscription Rights. Conversion Rights. (a) Automatic Conversion. Each Class B Share shall (subject to receipt of any and all necessary approvals) convert automatically into one fully paid and non-assessable Class A Share (i) upon its sale, gift, or other transfer to a party other than a Principal Stockholder (as defined below) or an Affiliate of a Principal Stockholder (as defined below), (ii) upon the death of the Class B Stockholder holding such Class B Share, unless the Class B Shares are transferred by operation of law to a Principal Stockholder or an Affiliate of a Principal Stockholder, or (iii) in the event of a sale, gift, or other transfer of a Class B Share to an Affiliate of a Principal Stockholder, upon the death of the transferor. Each of the foregoing automatic conversion events shall be referred to hereinafter as an “Event of Automatic Conversion.” For purposes of this ARTICLE FIVE, “Principal Stockholder” includes any of Donald H. Goldman, Steven M. Fieldman, Lance Fieldman, Yuri Itkis, Michall Itkis and Boris Itkis and an “Affiliate of a Principal Stockholder” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct or cause the direction of the management, and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Without limitation, an Affiliate also includes the estate of such individual. (b) Voluntary Conversion. Each Class B Share shall be convertible at the option of the holder, for no additional consideration, into one fully paid and non-assessable Class A Share at any time. (c) Conversion Procedure. Promptly upon the occurrence of an Event of Automatic Conversion such that Class B shares are converted automatically into Class A Shares, or upon the voluntary conversion by the holder, the holder of such shares shall surrender the certificate or certificates therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent for the Class A Shares, and shall give written notice to the Corporation at such office (i) stating that the shares are being converted pursuant to an Event of Automatic Conversion into Class A Shares as provided in subparagraph 5.6(a) hereof or a voluntary conversion as provided in subparagraph 5.6(b) hereof, (ii) specifying the Event of Automatic Conversion (and, if the occurrence of such event is within the control of the transferor, stating the transferor’s intent to effect an Event of Automatic Conversion) or whether such conversion is voluntary, (iii) identifying the number of Class B Shares being converted, and (iv) setting out the name or names (with addresses) and denominations in which the certificate or certificates for Class A Shares shall be issued and including instructions for delivery thereof. Delivery of such notice together with the certificates representing the Class B Shares shall obligate the Corporation to issue such Class A Shares and the Corporation shall be justified in relying upon the information and the certification contained in such notice and shall not be liable for the result of any inaccuracy with respect thereto. Thereupon, the Corporation or its transfer agent shall promptly issue and deliver at such stated address to such holder or to the transferee of Class B Shares a certificate or certificates for the number of Class A Shares to which such holder or transferee is entitled, registered in the name of such holder, the designee of such holder or transferee, as specified in such notice. To the extent permitted by law, conversion pursuant to (i) an Event of Automatic Conversion shall be deemed to have been effected as of the date on which the Event of Automatic Conversion occurred or (ii) a voluntary conversion shall be deemed to have been effected as of the date the Corporation receives the written notice pursuant to this subparagraph (c) (each date being the “Conversion Date”). The person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares at and as of the Conversion Date, and the right of such person as the holder of Class B Shares shall cease and terminate at and as of the Conversion Date, in each case without regard to any failure by the holder to deliver the certificates or the notice by this subparagraph (c). (d) Unconverted Shares. In the event of the conversion of fewer than all of the Class B Shares evidenced by a certificate surrendered to the Corporation in accordance with the procedures of this Paragraph 5.6, the Corporation shall execute and deliver to or upon the written order of the holder of such certificate, without charge to such holder, a new certificate evidencing the number of Class B Shares not converted. (e) Reissue of Shares. Class B Shares that are converted into Class A Shares as provided herein shall be retired and canceled and shall not be reissued. (f) Reservation. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Shares, for the purpose of effecting conversions, such number of duly authorized Class A Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Shares. The Corporation covenants that all the Class A Shares so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take all such action as may be necessary to assure that all such Class A Shares may be so issued without violation of any applicable law or regulation, or any of the requirements of any national securities exchange upon which the Class A Shares may be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of Class A Shares issued and issuable after such action upon conversion of the Class B Shares would exceed the total number of Class A Shares then authorized by the Amended and Restated Certificate of Incorporation, as amended. At September 30, 2020 and June 30, 2020, the Company is authorized to issue 14,991,000,000 and 14,991,000,000 shares of Class A Common Stock, respectively. At September 30, 2020 and June 30, 2020, the Company has 12,786,078,996 and 12,189,293,609 shares issued and outstanding, respectively. At September 30, 2020 and June 30, 2020, the Company is authorized to issue 4,000,000 and 4,000,000 shares of Class B Common Stock, respectively. At September 30, 2020 and June 30, 2020, the Company has 0 and 0 shares issued and outstanding, respectively. Common Stock, Preferred Stock and Warrant Issuances For the three months ended September 30, 2020 and year ended June 30, 2020, the Company issued and/or sold the following unregistered securities: Common Stock: Three months ended September 30, 2020 On September 22, 2020, the Company issued 596,785,387 shares of restricted common stock with a fair market value of $59,679 to a noteholder for $29,839 in penalties against the note dated January 24, 2018. Fiscal year ended June 30, 2020 None Preferred Stock: Three months ended September 30, 2020 None Fiscal year ended June 30, 2020 On August 2, 2019, the Company issued three (3) shares of its Series K Super Voting Preferred Stock to its sole officer and director, Jimmy Wayne Anderson. On September 2, 2019, the Company issued ten (10) shares of its Series L Preferred Stock to Sylios Corp, an entity controlled by the Company’s sole officer and director. Warrants and Options: On December 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Armada Capital Partners, LLC (“Armada”) wherein the Company issued Armada a Convertible Promissory Note (the “Note”) in the amount of $11,000 ($1,000 OID). The Note has a term of one (1) year (due on December 17, 2020) and bears interest at 8% annually. As part and parcel of the foregoing transaction, Armada was issued a warrant granting the holder the right to purchase up to 560,800 shares of the Company’s common stock at an exercise price of $0.024 for a term of 5-years. The transaction closed on December 17, 2019. Please see NOTE G - NOTES PAYABLE, THIRD PARTIES |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE K - COMMITMENTS AND CONTINGENCIES Occupancy Currently, the Company shares office space with Sylios Corp at 501 1 st Employment and Director Agreements On January 26, 2018, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, commencing the first calendar quarter of 2018 the Company is to pay Mr. Anderson $10,000 per quarter for which Mr. Anderson serves on the Board of Directors. In addition to cash compensation, the Company is to issue Mr. Anderson the equivalent of $10,000 of the Company’s common stock on the last calendar day of each quarter. The calculation for the number of shares to be issued to Mr. Anderson shall be as follows: $10,000/(Closing stock price on the last trading day of each quarter x .80). Please see NOTE F – ACCRUED OFFICER AND DIRECTOR COMPENSATION Consulting Agreements On January 2, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Timothy Cabrera (the “Consultant”). Under the terms of the Agreement, the Consultant is to provide services to further the business plan of the Company’s subsidiaries, seek and advise the Company on the acquisition of potential products, seek acquisition candidates and on the sale of any inventory. The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On January 2, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Brian McFadden (the “Consultant”). Under the terms of the Agreement, the Consultant is to provide services to manage the Company’s HMNRTH subsidiary, manage the process of new CBD formulas from development to sale, seek and advise the Company on the acquisition of potential products and on the sale of any inventory. The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On August 22, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with Sylios Corp (the “Consultant”), an entity controlled by the Company’s President, Jimmy Wayne Anderson. Under the terms of the Agreement, the Consultant is to provide services related to acquisitions, mergers and certain day to day tasks of managing a public company. As compensation, the Company shall pay Consultant $50,000 through the issuance of ten (10) shares of the Company’s Series L Preferred Stock. The Company issued the shares of Series L Preferred Stock on September 2, 2019. The Agreement has a term of six (6) months or until the Consultant completes the services requested. The Agreement has continued past the six-month term and shall continue for the foreseeable future. |
Going Concern Uncertainty
Going Concern Uncertainty | 3 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | NOTE L - GOING CONCERN UNCERTAINTY Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued. In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of September 30, 2020, we had an accumulated deficit of $161,453,163. For the three months ended September 30, 2020, we had cash used from operating activities of $2,644. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements. In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM). There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through September 2021. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE M - SUBSEQUENT EVENTS On November 5, 2020, the Company, through its wholly owned subsidiary Markets on Main, LLC (“Licensor”), entered into a Platform License Agreement (the “License Agreement”) with Honey Badger Media, LLC (the “Licensee”). Under the terms of the License Agreement, the Company grants the Licensee a perpetual, non-exclusive license to operate the Platform, fulfillment opportunities and its related technologies. In consideration for the License, the Licensee shall On November 25, 2020, the Company issued 637,526,342 shares of restricted common stock with a fair market value of $63,753 to a noteholder for $31,876 in penalties against the note dated January 24, 2018. On December 13, 2020, the Company issued 669,338,906 shares of restricted common stock with a fair market value of $200,802 to a noteholder for $33,467 in penalties against the note dated January 24, 2018. On December 22, 2020, the Company issued 702,738,918 shares of restricted common stock with a fair market value of $281,096 to a noteholder for $35,137 in penalties against the note dated January 24, 2018. On December 28, 2020, the Company, through its wholly owned subsidiary TCBM Holdings, LLC, entered into an Amendment to Management Agreement (the “Amendment”) by and between Vinco Ventures, Inc. (f/k/a Edison Nation, Inc.) and Scalematix, LLC (together, the “Company”), TCBM Holdings, LLC and Graphene Holdings, LLC. Under the terms of the Amendment, TCBM Holdings, LLC agreed to transfer all benefits and obligations under the Management Agreement dated August 12, 2019 to Graphene Holdings, LLC and its owner Timothy Cabrera in consideration for the reduction of outstanding principal in the amount of $400,000 against the Convertible Promissory Note issued to Jetco Holdings, LLC on November 3, 2019 by Global Technologies, Ltd, the parent of TCBM Holdings, LLC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended June 30, 2020 filed with the Securities and Exchange Commission on December 21, 2020. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Global Technologies. All inter-company balances and transactions have been eliminated in consolidation. |
Cash Equivalents | Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of Global Technologies’ customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At September 30, 2020 and 2019, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible. |
Accounts Receivable - Related Party and Allowance for Doubtful Accounts | Accounts receivable – related party and allowance for doubtful accounts Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. Management believes that the accounts receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable – related party at September 30, 2020. |
Concentrations of Risks | Concentrations of Risks Concentration of Accounts Receivable Concentration of Revenues Concentration of Suppliers Concentration of Loans Receivable |
Income Taxes | Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of September 30, 2020, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties. |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as 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 for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented. |
Derivative Liabilities | Derivative Liabilities We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Please see NOTE I - DERIVATIVE LIABILITY |
Long-lived Assets | Long-lived Assets Long-lived assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Accounting for Investments | Accounting for Investments On September 03, 2020, the Company entered into a Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest in order to facilitate the transfer of 25 Membership Units (the “Units”), representing a twenty five percent ownership, issued by Global Clean Solutions, LLC (“Global”) and held in the name of Graphene Holdings, LLC (“Graphene”) to the Company. The Company reviews its investments for impairment on a quarterly basis. After reviewing the status of Global’s financial condition, the Company has determined that no impairment of its investment is necessary for the three months ended September 30, 2020. For the three months ended September 30, 2020, there were no similar transactions with third-parties and no downward or upward adjustments were appropriate during the quarter. 09/03/2020 09/30/2020 Global Clean Solutions, LLC $ 250,000 $ 250,000 Total investments $ 250,000 $ 250,000 The above investment does not have a readily determinable fair value, as identified in ASC 321-10-35-2, and each investment is measured at cost less impairment. The Company monitors the investment for any changes in observable prices from orderly transactions. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. |
Revenue Recognition | Revenue recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods is transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. |
Stock-Based Compensation | Stock-Based Compensation We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered. |
Related Parties | Related Parties A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we 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. A party which can significantly influence the management or operating policies of the transacting parties, or if it has 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, is also a related party. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs. |
Loss Per Share | Loss per Share We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock. Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation. For the three months ended September 30, 2020 and 2019, the Company excluded 24,631,204,762 and 8,417,500,000, respectively, shares relating to convertible notes payable to third parties (Please see NOTE G - NOTES PAYABLE, THIRD PARTIES |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December 15, 2017 for public companies, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). ASU 2014-09 was adopted on July 1, 2019. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements. In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. The Company has adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on May 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently evaluating the impact of the adoption of ASU 2020-06 on our financial statements. |
Use of Estimates | Use of Estimates 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 date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. |
Goodwill | Goodwill After completing the purchase price allocation, any residual of cost over fair value of the net identifiable assets and liabilities was assigned to the unidentifiable asset, goodwill. Formerly subject to mandatory amortization, this now is not permitted to be amortized at all, by any allocation scheme and over any useful life. Impairment testing, using a methodology at variance with that set forth in FAS 144 (which, however, continues in effect for all other types of long-lived assets and intangibles other than goodwill), must be applied periodically, and any computed impairment will be presented as a separate line item in that period’s income statement, as a component of income from continuing operations (unless associated with discontinued operations, in which case, the impairment would, net of income tax effects, be combined with the remaining effects of the discontinued operations. In accordance with Statement No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill, but performs impairment tests of the carrying value at least periodically. |
Intangible Assets | Intangible Assets Intangible assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Investment | 09/03/2020 09/30/2020 Global Clean Solutions, LLC $ 250,000 $ 250,000 Total investments $ 250,000 $ 250,000 |
Acquisition of TCBM Holdings,_2
Acquisition of TCBM Holdings, LLC (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Net Assets Acquired | Details regarding the book values and fair values of the net assets acquired are as follows: Book Value Fair Value Difference (Unaudited) (Unaudited) (Unaudited) Cash $ 546,411 $ 546,411 $ - Inventory 70,580 70,580 - Property and Equipment 36,363 36,363 - Total $ 653,354 $ 653,354 $ - |
Schedule of Assets Acquired | Assets acquired As of November 30, 2019 Cash $ 546,411 Inventory (i) 70,580 Property, plant and equipment (ii) 36,363 653,354 Goodwill (iii) 1,346,646 Total purchase price $ 2,000,000 (i) Inventories acquired were sold on March 11, 2020 (ii) Property, plant and equipment acquired includes computers, software and other office equipment. (iii) Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the period from November 30, 2019 through September 30, 2020 were as follows: Balance as of November 30, 2019 $ 1,346,646 Additions and adjustments - Balance as of September 30, 2020 $ 1,346,646 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | 09/30/2020 06/30/2020 Property and Equipment $ 36,363 $ 36,363 Less: accumulated depreciation (3,788 ) (3,030 ) Total $ 32,575 $ 33,333 (i) Property and equipment are stated at cost and depreciated principally on methods and at rates designed to amortize their costs over their useful lives. (ii) Depreciation expense for the three months ended September 30, 2020 and 2019 was $758 and $-, respectively. |
Accrued Officer and Director _2
Accrued Officer and Director Compensation (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Accrued Officer And Director Compensation | |
Schedule of Accrued Officer and Director Compensation | Accrued officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of: 09/30/2020 06/30/2020 Pursuant to January 26, 2018 Board of Directors Service Agreement $ 89,803 $ 79,803 Total $ 89,803 $ 79,803 |
Schedule of Changes in Accrued Officer and Director Compensation | For the three months ended September 30, 2020 and year ended June 30, 2020, the balance of accrued officer and director compensation changed as follows: Pursuant to Pursuant to Total Balances at June 30, 2019 - 39,803 39,803 Officer’s/director’s compensation for the year ended June 30, 2020 (not including stock-based compensation of $40,000 accrued as Stock to be Issued) - 40,000 40,000 Balances at June 30, 2020 - 79,803 79,803 Officer’s/director’s compensation for the three months ended September 30, 2020 (not including stock-based compensation of $10,000 accrued as Stock to be Issued) - 10,000 10,000 Balances at September 30, 2020 $ - $ 89,803 $ 89,803 (i) As of September 30, 2020 and June 30, 2020, total shares of common stock accrued as “Stock to be Issued” to Mr. Anderson as per the terms of the Board of Director’s Services Agreement is 110,000 and 100,000, respectively. |
Notes Payable, Third Parties (T
Notes Payable, Third Parties (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Third Parties | Notes payable to third parties consist of: September 30, 2020 June 30, 2020 (Unaudited) Convertible Promissory Note dated January 24, 2018 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 24, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (i) $ 15,750 $ 15,750 Convertible Promissory Note dated February 16, 2018 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due February 16, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (ii) 8,000 8,000 Convertible Promissory Note dated June 3, 2018 payable to Valvasone Trust (“Valvasone”), interest at 5%, due June 3, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (iii) 91,900 91,900 Convertible Promissory Note dated June 29, 2018 payable to Jody A. DellaDonna (“JDD”), interest at 5%, due June 29, 2019, in technical default-less unamortized debt discount of $0 and $0 at September 30, 2020 and June 30, 2020, respectively (iv) 25,000 25,000 Convertible Promissory Note dated November 30, 2019 payable to Jetco Holdings, LLC (“Jetco”), interest at 3%, due November 30, 2020-less unamortized debt discount of $168,517 and $433,199 at September 30, 2020 and June 30, 2020, respectively (v) 882,009 688,177 Convertible Promissory Note dated December 17, 2019 payable to Armada Investment Fund, LLC (“Armada”), interest at 8%, due December 17, 2020-less unamortized debt discount of $2,253 and $5,998 at, September 30, 2020 and June 30, 2020, respectively (vi) 8,747 5,002 Convertible Promissory Note dated March 20, 2020 payable to Jetco Holdings, LLC (“Jetco”), interest at 3%, due March 20, 2021-less unamortized debt discount of $9,466 and $14,411 at, September 30, 2020 and June 30, 2020, respectively (vii) 10,534 5,589 Convertible Promissory Note dated September 3, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 3, 2021-less unamortized debt discount of $213,115 and $0 at, September 30, 2020 and June 30, 2020, respectively (viii) 36,885 - Convertible Promissory Note dated September 9, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 9, 2021-less unamortized debt discount of $18,849 and $0 at, September 30, 2020 and June 30, 2020, respectively (ix) 1,151 - Totals $ 1,079,976 $ 839,418 (i) On January 24, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC in the principal amount of $15,750. The Convertible Note was fully funded on January 24, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 24, 2019) at the option of the holder. The Conversion Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by 50% of the Market Price. “Market Price” shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). If at any time, one or multiple times, during the Valuation Period the number of Estimated Shares delivered to Holder is less than the Notice Shares, the company must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities The Convertible Note has a term of one (1) year and bears interest at 10% annually. As of September 30, 2020, $15,750 principal plus $4,229 interest were due. (ii) On February 16, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC in the principal amount of $8,000. The Convertible Note was fully funded on February 16, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 16, 2019) at the option of the holder at the Variable Conversion Price, which shall be equal to the lesser of (i) the price of any public offering of the Maker’s Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice, and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note has a term of one (1) year and bears interest at 10% annually. As of September 30, 2020, $8,000 principal plus $2,094 interest were due. (iii) On June 3, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Valvasone Trust in the principal amount of $91.900. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 3, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $91,900 principal plus $19,672 interest were due. (iv) On June 29, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Jody A. DellaDonna in the principal amount of $25,000. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 29, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $25,000 principal plus $5,141 interest were due. (v) On November 30, 2019, the Company executed a Convertible Note (the “Convertible Note”) payable to Jetco Holdings, LLC in the principal amount of $2,000,000. The Convertible Note was Issued as part of the Purchase and Sale Agreement for the acquisition of TCBM Holdings, LLC. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (November 30, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price (vi) On December 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Armada Capital Partners, LLC (“Armada”) wherein the Company issued Armada a Convertible Promissory Note (the “Convertible Note”) in the amount of $11,000 ($1,000 OID). The Convertible Note has a term of one (1) year (due on December 17, 2020) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“ Conversion Price (vii) On March 20, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Jetco Holdings, LLC in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price (viii) On September 3, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC in the principal amount of $250,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 3, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price (ix) On September 9, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 9, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“ Conversion Price |
Note Payable, Related Party (Ta
Note Payable, Related Party (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Related Parties | Notes payable to related parties consist of: September 30, 2020 June 30, 2020 Unsecured Convertible Promissory Notes dated July 27, 2018, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 5%, due July 27, 2019, in technical default- less unamortized debt discount of $0 and $8,890 at September 30, 2020 and June 30, 2020, respectively (i) $ 124,800 $ 124,800 Total $ 124,800 $ 124,800 (i) On July 27, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Around the Clock Partners, LP in the principal amount of $124,800. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (July 27, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $124,800 principal plus $24,471 interest were due. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liability | The derivative liability at September 30, 2020 and June 30, 2020 consisted of: September 30, 2020 June 30, 2020 Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES $ 215,586 $ 213,993 Convertible Promissory Note payable to Valvasone Trust. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES 165,244 150,619 Convertible Promissory Notes payable to Jody A. DellaDonna. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES 44,952 40,974 Convertible Promissory Note payable to Around the Clock Partners, LP. Please see NOTE G – NOTES PAYABLE, RELATED PARTIES 224,401 204,540 Convertible Promissory Notes payable to Jetco Holdings, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES 917,274 800,452 Convertible Promissory Note payable to Armada Investment Fund, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES 11,640 9,877 Convertible Promissory Notes payable to Graphene Holdings, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES 230,613 - Total derivative liability $ 1,809,710 $ 1,420,455 |
Schedule of Embedded Derivative Liability Measured at Fair Value Using Significant Unobservable Inputs | The following table provides a reconciliation of the beginning and ending balances for the convertible note embedded derivative liability measured at fair value using significant unobservable inputs (Level 3): Level 3 Balance at June 30, 2020 $ 1,420,455 Additions 385,290 Gain 3,965 Balance at September 30, 2020 $ 1,809,710 |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | Jul. 24, 2020 | Mar. 11, 2020 | Jan. 02, 2020 | Jan. 02, 2020 | Aug. 22, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 03, 2020 | Nov. 30, 2019 |
Related party transaction | $ 70,850 | |||||||||
Number of restricted common stock shares | 238,750 | |||||||||
Stock issued during the period | 596,785,387 | |||||||||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | $ 50,000 | |||||||||
Series L Preferred Stock [Member] | ||||||||||
Stock issued during the period | ||||||||||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | ||||||||||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees, shares | 10 | |||||||||
Restricted Stock [Member] | ||||||||||
Number of restricted common stock shares | 238,750 | |||||||||
Restricted common stock, value | $ 477,500 | |||||||||
Amount to be compensated | $ 70,850 | |||||||||
Transaction One [Member] | ||||||||||
Cumulative revenue | $ 2,500,000 | |||||||||
Stock issued during the period | 125,000 | |||||||||
Transaction Two [Member] | ||||||||||
Cumulative revenue | $ 5,000,000 | |||||||||
Stock issued during the period | 125,000 | |||||||||
Consulting Agreement [Member] | Timothy Cabrera [Member] | ||||||||||
Agreement term | 1 year | |||||||||
Amount to be compensated | $ 250,000 | |||||||||
Agreement description | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). | ||||||||
Consulting Agreement [Member] | Brian McFadden [Member] | ||||||||||
Agreement term | 1 year | |||||||||
Amount to be compensated | $ 250,000 | |||||||||
Agreement description | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). | ||||||||
Global Clean Solutions, LLC [Member] | ||||||||||
Convertible note | $ 250,000 | |||||||||
Sylios Corp [Member] | Consulting Agreement [Member] | ||||||||||
Agreement term | 6 months | |||||||||
Agreement description | The Agreement has a term of six (6) months or until the Consultant completes the services requested. | |||||||||
Sylios Corp [Member] | Consulting Agreement [Member] | Series L Preferred Stock [Member] | ||||||||||
Stock issued during the period | 10 | |||||||||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees | $ 50,000 | |||||||||
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees, shares | 10 | |||||||||
Convertible Promissory Note [Member] | Jetco Holdings, LLC [Member] | Purchase and Sale Agreement [Member] | ||||||||||
Convertible promissory note | $ 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive securities excluded from computation of earnings per share | 24,631,204,762 | 8,417,500,000 |
Global Clean Solutions, LLC [Member] | ||
Ownership percentage | 25.00% | |
Supplier Concentration Risk [Member] | One Borrower [Member] | Loans Receivable [Member] | ||
Concentrations of risks, percentage | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Investment (Details) - USD ($) | Sep. 30, 2020 | Sep. 03, 2020 | Jun. 30, 2020 |
Total investments | $ 250,000 | $ 250,000 | |
Global Clean Solutions, LLC [Member] | |||
Total investments | $ 250,000 | $ 250,000 |
Acquisition of TCBM Holdings,_3
Acquisition of TCBM Holdings, LLC (Details Narrative) - TCBM [Member] - HMNRTH, LLC and 911 Help Now, LLC [Member] | Nov. 30, 2019USD ($) |
Ownership interest percentage | 100.00% |
Convertible promissory note | $ 2,000,000 |
Acquisition of TCBM Holdings,_4
Acquisition of TCBM Holdings, LLC - Schedule of Fair Value of Net Assets Acquired (Details) - USD ($) | Jun. 30, 2020 | Nov. 30, 2019 | |
Cash | $ 546,411 | ||
Inventory | [1] | 70,580 | |
Property and Equipment | [2] | $ 36,363 | |
Book Value [Member] | |||
Cash | $ 546,411 | ||
Inventory | 70,580 | ||
Property and Equipment | 36,363 | ||
Total | 653,354 | ||
Fair Value [Member] | |||
Cash | 546,411 | ||
Inventory | 70,580 | ||
Property and Equipment | 36,363 | ||
Total | 653,354 | ||
Difference [Member] | |||
Cash | |||
Inventory | |||
Property and Equipment | |||
Total | |||
[1] | Inventories acquired were sold on March 11, 2020 | ||
[2] | Property plant and equipment acquired includes computers software and other office equipment |
Acquisition of TCBM Holdings,_5
Acquisition of TCBM Holdings, LLC - Schedule of Assets Acquired (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Nov. 30, 2019 | ||
Business Combinations [Abstract] | |||||
Cash | $ 546,411 | ||||
Inventory | [1] | 70,580 | |||
Property, plant and equipment | [2] | 36,363 | |||
Assets Acquired Excluding Goodwill | 653,354 | ||||
Goodwill | $ 1,346,646 | $ 1,346,646 | 1,346,646 | [3] | |
Total purchase price | $ 2,000,000 | ||||
[1] | Inventories acquired were sold on March 11, 2020 | ||||
[2] | Property plant and equipment acquired includes computers software and other office equipment | ||||
[3] | Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired |
Acquisition of TCBM Holdings,_6
Acquisition of TCBM Holdings, LLC - Schedule of Goodwill (Details) | 10 Months Ended | |
Sep. 30, 2020USD ($) | ||
Business Combinations [Abstract] | ||
Balance as of November 30, 2019 | $ 1,346,646 | [1] |
Additions and adjustments | ||
Balance as of March 31, 2020 | $ 1,346,646 | |
[1] | Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 758 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | $ 36,363 | $ 36,363 |
Less: accumulated depreciation | (3,788) | (3,030) |
Total | $ 32,575 | $ 33,333 |
Accrued Officer and Director _3
Accrued Officer and Director Compensation (Details Narrative) - shares | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Mr. Anderson [Member] | ||
Common stock to be issued for services | 110,000 | 100,000 |
Accrued Officer and Director _4
Accrued Officer and Director Compensation - Schedule of Accrued Officer and Director Compensation (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Total | $ 89,803 | $ 79,803 |
Board of Directors Service Agreement [Member] | ||
Total | $ 89,803 | $ 79,803 |
Accrued Officer and Director _5
Accrued Officer and Director Compensation - Schedule of Changes in Accrued Officer and Director Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Accrued officer and director compensation, beginning balance | $ 79,803 | ||
Officer's/director's compensation | 20,000 | $ 20,000 | |
Accrued officer and director compensation, ending balance | 89,803 | $ 79,803 | |
Board of Directors Service Agreement [Member] | |||
Accrued officer and director compensation, beginning balance | 79,803 | ||
Accrued officer and director compensation, ending balance | 89,803 | 79,803 | |
Officer and Director [Member] | |||
Accrued officer and director compensation, beginning balance | 79,803 | 39,803 | 39,803 |
Officer's/director's compensation | 10,000 | 40,000 | |
Accrued officer and director compensation, ending balance | 89,803 | 79,803 | |
Officer and Director [Member] | Employment Agreements [Member] | |||
Accrued officer and director compensation, beginning balance | |||
Officer's/director's compensation | |||
Accrued officer and director compensation, ending balance | |||
Officer and Director [Member] | Board of Directors Service Agreement [Member] | |||
Accrued officer and director compensation, beginning balance | 79,803 | $ 39,803 | 39,803 |
Officer's/director's compensation | 10,000 | 40,000 | |
Accrued officer and director compensation, ending balance | $ 89,803 | $ 79,803 |
Accrued Officer and Director _6
Accrued Officer and Director Compensation - Schedule of Changes in Accrued Officer and Director Compensation (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Officer and Director [Member] | ||
Stock-based compensation | $ 10,000 | $ 40,000 |
Notes Payable, Third Parties -
Notes Payable, Third Parties - Schedule of Notes Payable to Third Parties (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | |
Notes payable to third parties, Totals | $ 1,492,176 | $ 1,293,027 | |
Convertible Promissory Note One [Member] | |||
Notes payable to third parties, Totals | [1] | 15,750 | 15,750 |
Convertible Promissory Note Two [Member] | |||
Notes payable to third parties, Totals | [2] | 8,000 | 8,000 |
Convertible Promissory Note Three [Member] | |||
Notes payable to third parties, Totals | [3] | 91,900 | 91,900 |
Convertible Promissory Note Four [Member] | |||
Notes payable to third parties, Totals | [4] | 25,000 | 25,000 |
Convertible Promissory Note Five [Member] | |||
Notes payable to third parties, Totals | [5] | 882,009 | 688,177 |
Convertible Promissory Note Six [Member] | |||
Notes payable to third parties, Totals | [6] | 8,747 | 5,002 |
Convertible Promissory Note Seven [Member] | |||
Notes payable to third parties, Totals | [7] | 10,534 | 5,589 |
Convertible Promissory Note Eight [Member] | |||
Notes payable to third parties, Totals | [8] | 36,885 | |
Convertible Promissory Note Nine [Member] | |||
Notes payable to third parties, Totals | [9] | 1,151 | |
Convertible Promissory Note [Member] | |||
Notes payable to third parties, Totals | $ 1,079,976 | $ 839,418 | |
[1] | On January 24, 2018, the Company executed a Convertible Note (the "Convertible Note") payable to Tri-Bridge Ventures, LLC in the principal amount of $15,750. The Convertible Note was fully funded on January 24, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 24, 2019) at the option of the holder. The Conversion Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (Notice Shares) will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (Estimated Shares) to Holders brokerage account equal to the Conversion Amount divided by 50% of the Market Price. Market Price shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The "Valuation Period shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder's brokerage account, as reported by Holder ("Valuation Start Date"). If at any time, one or multiple times, during the Valuation Period the number of Estimated Shares delivered to Holder is less than the Notice Shares, the company must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. "Trading Price" means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities The Convertible Note has a term of one (1) year and bears interest at 10% annually. As of September 30, 2020, $15,750 principal plus $4,229 interest were due. | ||
[2] | On February 16, 2018, the Company executed a Convertible Note (the "Convertible Note") payable to Tri-Bridge Ventures, LLC in the principal amount of $8,000. The Convertible Note was fully funded on February 16, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 16, 2019) at the option of the holder at the Variable Conversion Price, which shall be equal to the lesser of (i) the price of any public offering of the Maker's Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice, and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. "Trading Price" means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note has a term of one (1) year and bears interest at 10% annually. As of September 30, 2020, $8,000 principal plus $2,094 interest were due. | ||
[3] | On June 3, 2018, the Company executed a Convertible Note (the "Convertible Note") payable to Valvasone Trust in the principal amount of $91.900. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 3, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $91,900 principal plus $19,672 interest were due. | ||
[4] | On June 29, 2018, the Company executed a Convertible Note (the "Convertible Note") payable to Jody A. DellaDonna in the principal amount of $25,000. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 29, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $25,000 principal plus $5,141 interest were due. | ||
[5] | On November 30, 2019, the Company executed a Convertible Note (the "Convertible Note") payable to Jetco Holdings, LLC in the principal amount of $2,000,000. The Convertible Note was Issued as part of the Purchase and Sale Agreement for the acquisition of TCBM Holdings, LLC. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (November 30, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one (1) year and bears interest at 3% annually. As of September 30, 2020, $1,050,526 principal plus $35,267 interest were due. | ||
[6] | On December 17, 2019, the Company entered into a Securities Purchase Agreement (the "Agreement") with Armada Capital Partners, LLC ("Armada") wherein the Company issued Armada a Convertible Promissory Note (the "Convertible Note") in the amount of $11,000 ($1,000 OID). The Convertible Note has a term of one (1) year (due on December 17, 2020) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. As part and parcel of the foregoing transaction, Armada was issued a warrant granting the holder the right to purchase up to 560,800 shares of the Company's common stock at an exercise price of $0.024 for a term of 5-years. The transaction closed on December 17, 2019. In addition, 10,000,000 shares of the Company's common stock have been reserved at Pacific Stock Transfer Corporation for possible issuance upon the conversion of the Note into shares of our common stock. As of September 30, 2020, $11,000 principal plus $692 interest were due. | ||
[7] | On March 20, 2020, the Company executed a Convertible Note (the "Convertible Note") payable to Jetco Holdings, LLC in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one (1) year and bears interest at 3% annually. As of September 30, 2020, $20,000 principal plus $318 interest were due. | ||
[8] | On September 3, 2020, the Company executed a Convertible Note (the "Convertible Note") payable to Graphene Holdings, LLC in the principal amount of $250,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 3, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one (1) year and bears interest at 3% annually. As of September 30, 2020, $250,000 principal plus $555 interest were due. | ||
[9] | On September 9, 2020, the Company executed a Convertible Note (the "Convertible Note") payable to Graphene Holdings, LLC in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 9, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Prices" means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the "OTCQB") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one (1) year and bears interest at 3% annually. As of September 30, 2020, $20,000 principal plus $21 interest were due. |
Notes Payable, Third Parties _2
Notes Payable, Third Parties - Schedule of Notes Payable to Third Parties (Details) (Parenthetical) | Sep. 09, 2020Integer | Sep. 03, 2020Integer | Mar. 20, 2020Integer | Dec. 17, 2019USD ($)Integer$ / sharesshares | Nov. 30, 2019USD ($)Integer | Jun. 29, 2018USD ($)Integer | Jun. 03, 2018USD ($)Days | Feb. 16, 2018USD ($)Integer | Jan. 24, 2018USD ($)Integer | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) |
Unamortized debt discount | $ 412,200 | $ 453,608 | |||||||||
Armada Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||
Debt interest rate | 8.00% | ||||||||||
Unamortized debt discount | $ 1,000 | ||||||||||
Debt principal amount | $ 11,000 | ||||||||||
Warrants to purchase common stock | shares | 560,800 | ||||||||||
Warrants exercise price | $ / shares | $ 0.024 | ||||||||||
Warrants term | 5 years | ||||||||||
Convertible Promissory Note One [Member] | Tri-Bridge Ventures, LLC [Member] | |||||||||||
Debt interest rate | 10.00% | ||||||||||
Debt maturity date | Jan. 24, 2019 | ||||||||||
Unamortized debt discount | 0 | 0 | |||||||||
Debt principal amount | $ 15,750 | 15,750 | |||||||||
Debt conversion description | The Conversion Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice ("Notice Shares") will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares ("Estimated Shares") to Holder's brokerage account equal to the Conversion Amount divided by 50% of the Market Price. "Market Price" shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The "Valuation Period" shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder's brokerage account, as reported by Holder ("Valuation Start Date"). If at any time, one or multiple times, during the Valuation Period the number of Estimated Shares delivered to Holder is less than the Notice Shares, the company must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 50.00% | ||||||||||
Debt conversion, trading days | Integer | 20 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 4,229 | ||||||||||
Convertible Promissory Note Two [Member] | Tri-Bridge Ventures, LLC [Member] | |||||||||||
Debt interest rate | 10.00% | ||||||||||
Debt maturity date | Feb. 16, 2019 | ||||||||||
Unamortized debt discount | 0 | 0 | |||||||||
Debt principal amount | $ 8,000 | 8,000 | |||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 16, 2019) at the option of the holder at the Variable Conversion Price, which shall be equal to the lesser of (i) the price of any public offering of the Maker's Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice, and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 50.00% | ||||||||||
Debt conversion, trading days | Integer | 20 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 2,094 | ||||||||||
Convertible Promissory Note Three [Member] | Valvasone Trust [Member] | |||||||||||
Debt interest rate | 5.00% | ||||||||||
Debt maturity date | Jun. 3, 2019 | ||||||||||
Unamortized debt discount | 0 | 0 | |||||||||
Debt principal amount | $ 91,900 | 91,900 | |||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 3, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the Effective Date. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 50.00% | ||||||||||
Debt conversion, trading days | Days | 25 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 19,672 | ||||||||||
Convertible Promissory Note Four [Member] | Jody A. DellaDonna [Member] | |||||||||||
Debt interest rate | 5.00% | ||||||||||
Debt maturity date | Jun. 29, 2019 | ||||||||||
Unamortized debt discount | 0 | 0 | |||||||||
Debt principal amount | $ 25,000 | 25,000 | |||||||||
Debt conversion description | The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 29, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the Effective Date. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 50.00% | ||||||||||
Debt conversion, trading days | Integer | 25 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 5,141 | ||||||||||
Convertible Promissory Note Five [Member] | Jetco Holdings, LLC [Member] | |||||||||||
Debt interest rate | 3.00% | ||||||||||
Debt maturity date | Nov. 30, 2020 | ||||||||||
Unamortized debt discount | 168,517 | 433,199 | |||||||||
Debt principal amount | $ 2,000,000 | 1,050,526 | |||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 70.00% | ||||||||||
Debt conversion, trading days | Integer | 20 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 35,267 | ||||||||||
Convertible Promissory Note Five [Member] | Armada Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||
Debt interest rate | 8.00% | ||||||||||
Unamortized debt discount | $ 1,000 | ||||||||||
Debt principal amount | $ 11,000 | ||||||||||
Warrants to purchase common stock | shares | 560,800 | ||||||||||
Warrants exercise price | $ / shares | $ 0.024 | ||||||||||
Warrants term | 5 years | ||||||||||
Convertible Promissory Note Six [Member] | Armada Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||
Debt maturity date | Dec. 17, 2020 | ||||||||||
Unamortized debt discount | 2,253 | 5,998 | |||||||||
Debt principal amount | 11,000 | ||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 60.00% | ||||||||||
Debt conversion, trading days | Integer | 20 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 692 | ||||||||||
Convertible Promissory Note Six [Member] | Pacific Stock Transfer Corporation [Member] | Securities Purchase Agreement [Member] | |||||||||||
Common stock, capital shares reserved | shares | 10,000,000 | ||||||||||
Convertible Promissory Note Seven [Member] | Jetco Holdings [Member] | |||||||||||
Debt interest rate | 3.00% | ||||||||||
Debt maturity date | Mar. 20, 2021 | ||||||||||
Unamortized debt discount | 9,466 | 14,411 | |||||||||
Debt principal amount | 20,000 | ||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 70.00% | ||||||||||
Debt conversion, trading days | Integer | 20 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 318 | ||||||||||
Convertible Promissory Note Eight [Member] | Graphene Holdings LLC [Member] | |||||||||||
Debt interest rate | 3.00% | ||||||||||
Debt maturity date | Mar. 3, 2021 | ||||||||||
Unamortized debt discount | 213,115 | 0 | |||||||||
Debt principal amount | 250,000 | ||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 3, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 70.00% | ||||||||||
Debt conversion, trading days | Integer | 20 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | 555 | ||||||||||
Convertible Promissory Note Nine [Member] | Graphene Holdings LLC [Member] | |||||||||||
Debt interest rate | 3.00% | ||||||||||
Debt maturity date | Mar. 3, 2021 | ||||||||||
Unamortized debt discount | 18,849 | $ 0 | |||||||||
Debt principal amount | 20,000 | ||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 9, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | ||||||||||
Debt conversion, threshold percentage of stock price trigger | 70.00% | ||||||||||
Debt conversion, trading days | Integer | 20 | ||||||||||
Debt term | 1 year | ||||||||||
Debt interest, amount | $ 21 |
Note Payable, Related Party - S
Note Payable, Related Party - Schedule of Notes Payable to Related Parties (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | |
Total | $ 124,800 | $ 124,800 | |
Unsecured Convertible Promissory Notes [Member] | |||
Total | [1] | $ 124,800 | $ 124,800 |
[1] | On July 27, 2018, the Company executed a Convertible Note (the "Convertible Note") payable to Around the Clock Partners, LP in the principal amount of $124,800. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (July 27, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. As of September 30, 2020, $124,800 principal plus $24,471 interest were due. |
Note Payable, Related Party -_2
Note Payable, Related Party - Schedule of Notes Payable to Related Parties (Details) (Parenthetical) - Unsecured Convertible Promissory Notes [Member] - Clock Partners, LP [Member] | Jul. 27, 2018USD ($)Integer | Sep. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Debt interest rate | 5.00% | ||
Debt maturity date | Jul. 27, 2019 | ||
Unamortized debt discount | $ 0 | $ 8,890 | |
Debt principal amount | $ 124,800 | 124,800 | |
Debt conversion, description | (a) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company's common stock during the 25 consecutive Trading Days prior to the Effective Date. | ||
Debt conversion threshold percentage | 50.00% | ||
Debt conversion, consecutive trading days | Integer | 25 | ||
Debt instrument term | 1 year | ||
Debt interest, amount | $ 24,471 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | |
Stock Price [Member] | ||
Derivative liability, measurement input, price per share | $ 0.0001 | $ 0.0001 |
Conversion Price [Member] | ||
Derivative liability, measurement input, price per share | $ 0.00007 | |
Conversion Price [Member] | Minimum [Member] | ||
Derivative liability, measurement input, price per share | 0.00001 | |
Conversion Price [Member] | Maximum [Member] | ||
Derivative liability, measurement input, price per share | $ 0.00007 | |
Term [Member] | Minimum [Member] | ||
Derivative liability, measurement input, term | 5 years | 6 months |
Term [Member] | Maximum [Member] | ||
Derivative liability, measurement input, term | 6 months | 1 year |
Expected Volatility [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 128.37 | 113.19 |
Expected Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 139.74 | 139.74 |
Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 0.18 | 0.16 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liability (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Total derivative liability | $ 1,809,710 | $ 1,420,455 |
Convertible Promissory Notes Payable One [Member] | ||
Total derivative liability | 215,586 | 213,993 |
Convertible Promissory Notes Payable Two [Member] | ||
Total derivative liability | 165,244 | 150,619 |
Convertible Promissory Notes Payable Three [Member] | ||
Total derivative liability | 44,952 | 40,974 |
Convertible Promissory Notes Payable Four [Member] | ||
Total derivative liability | 224,401 | 204,540 |
Convertible Promissory Note Five [Member] | ||
Total derivative liability | 917,274 | 800,452 |
Convertible Promissory Note Six [Member] | ||
Total derivative liability | 11,640 | 9,877 |
Convertible Promissory Note Seven [Member] | ||
Total derivative liability | $ 230,613 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Embedded Derivative Liability Measured at Fair Value Using Significant Unobservable Inputs (Details) - Level 3 [Member] | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Balance at June 30, 2020 | $ 1,420,455 |
Additions | 385,290 |
Gain | 3,965 |
Balance at September 30, 2020 | $ 1,809,710 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Sep. 22, 2020 | Dec. 17, 2019 | Sep. 02, 2019 | Aug. 02, 2019 | Jun. 12, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Jul. 31, 2019 | Jun. 28, 2001 | Apr. 26, 2001 | Feb. 15, 2000 | Sep. 30, 1999 |
Preferred stock, par value | $ .01 | $ 0.01 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Common stock, voting rights | The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders, with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided by law. The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors. | |||||||||||
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 | ||||||||||
Common stock, shares outstanding | 12,786,078,996 | 12,189,293,609 | ||||||||||
Stock issued during the period | 596,785,387 | |||||||||||
Unamortized debt discount | $ 412,200 | $ 453,608 | ||||||||||
Armada Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Debt principal amount | $ 11,000 | |||||||||||
Unamortized debt discount | $ 1,000 | |||||||||||
Debt interest rate | 8.00% | |||||||||||
Warrants to purchase common stock | 560,800 | |||||||||||
Warrants exercise price | $ 0.024 | |||||||||||
Warrants term | 5 years | |||||||||||
Armada Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Note Five [Member] | ||||||||||||
Debt principal amount | $ 11,000 | |||||||||||
Unamortized debt discount | $ 1,000 | |||||||||||
Debt interest rate | 8.00% | |||||||||||
Warrants to purchase common stock | 560,800 | |||||||||||
Warrants exercise price | $ 0.024 | |||||||||||
Warrants term | 5 years | |||||||||||
Armada Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | Convertible Promissory Note Six [Member] | ||||||||||||
Debt converted into stock, description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein ("Conversion Price"). Market Price" means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. | |||||||||||
Debt principal amount | 11,000 | |||||||||||
Unamortized debt discount | $ 2,253 | $ 5,998 | ||||||||||
Debt maturity date | Dec. 17, 2020 | |||||||||||
Debt term | 1 year | |||||||||||
Series A 8% Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock, shares authorized | 3,000 | |||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Series B 8% Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock, shares authorized | 3,000 | |||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Series C 5% Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock, shares authorized | 800 | |||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Series E 8% Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock, shares authorized | 250 | |||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Series K Super Voting Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.01 | |||||||||||
Preferred stock, shares authorized | 3 | |||||||||||
Preferred stock, shares issued | 3 | 0 | ||||||||||
Preferred stock, shares outstanding | 3 | 0 | ||||||||||
Preferred stock, rank description | All shares of the Series K Super Voting Preferred Stock shall rank (i) senior to the Corporation's (A) Common Stock, par value $0.0001 per share ( "Common Stock" ), and any other class or series of capital stock of the Corporation hereafter created, except as otherwise provided in clauses (ii) and (iii) of this Section 4, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series K Super Voting Preferred-Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series K Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. | |||||||||||
Series K Super Voting Preferred Stock [Member] | Wayne Anderson [Member] | ||||||||||||
Stock issued during the period | 3 | |||||||||||
Series L Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 | |||||||||
Preferred stock, shares issued | 10 | 10 | ||||||||||
Preferred stock, shares outstanding | 10 | 10 | ||||||||||
Debt converted into stock, description | One (1) share of Series L Preferred stock shall be issued for each Five Thousand Dollar ($5,000) tranche of outstanding liability. As an example: If an officer has accrued wages due to him or her in the amount of $25,000, the officer can elect to accept 5 shares of Series L Preferred stock to satisfy the outstanding obligation of the Company. | |||||||||||
Preferred stock conversion to common stock | Each individual share of Series L Preferred Stock shall be convertible into the number of shares of Common Stock equal to: [5000] divided by: [.50 times the lowest closing price of the Company's common stock for the immediate five-day period prior to the receipt of the Notice of Conversion remitted to the Company by the Series L Preferred stockholder] | |||||||||||
Stock issued during the period | ||||||||||||
Series L Preferred Stock [Member] | Officer and Director [Member] | ||||||||||||
Stock issued during the period | 10 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 | ||||||||||
Common stock, shares issued | 12,786,078,996 | 12,189,293,609 | ||||||||||
Common stock, shares outstanding | 12,786,078,996 | 12,189,293,609 | ||||||||||
Class B Common Stock [Member] | ||||||||||||
Common stock, shares authorized | 4,000,000 | 4,000,000 | ||||||||||
Common stock, shares issued | 596,785,387 | 0 | 0 | |||||||||
Common stock, shares outstanding | 0 | 0 | ||||||||||
Debt maturity date | Jan. 24, 2018 | |||||||||||
Warrants to purchase common stock | 59,679 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 02, 2020 | Jan. 02, 2020 | Aug. 22, 2019 | Aug. 22, 2019 | Jan. 26, 2018 | Sep. 30, 2020 | Sep. 30, 2019 |
Officers compensation | $ 20,000 | $ 20,000 | |||||
Number of share issued, value | $ 29,839 | ||||||
Number of shares issued | 596,785,387 | ||||||
Series L Preferred Stock [Member] | |||||||
Number of share issued, value | |||||||
Number of shares issued | |||||||
Board of Directors Service Agreement [Member] | Jimmy Wayne Anderson [Member] | |||||||
Officers compensation | $ 10,000 | ||||||
Addition to cash compensation | $ 10,000 | ||||||
Agreement description | On January 26, 2018, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, commencing the first calendar quarter of 2018 the Company is to pay Mr. Anderson $10,000 per quarter for which Mr. Anderson serves on the Board of Directors. In addition to cash compensation, the Company is to issue Mr. Anderson the equivalent of $10,000 of the Company's common stock on the last calendar day of each quarter. The calculation for the number of shares to be issued to Mr. Anderson shall be as follows: $10,000/(Closing stock price on the last trading day of each quarter x .80). | ||||||
Consulting Agreement [Member] | Sylios Corp [Member] | |||||||
Agreement description | The Agreement has a term of six (6) months or until the Consultant completes the services requested. | ||||||
Consulting Agreement [Member] | Sylios Corp [Member] | Series L Preferred Stock [Member] | |||||||
Number of share issued, value | $ 50,000 | ||||||
Number of shares issued | 10 | ||||||
Consulting Agreement [Member] | Timothy Cabrera [Member] | |||||||
Officers compensation | $ 250,000 | ||||||
Agreement description | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). | |||||
Consulting Agreement [Member] | Brian McFadden [Member] | |||||||
Officers compensation | $ 250,000 | ||||||
Agreement description | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). | The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (161,453,163) | $ (160,937,361) | |
Cash from operating activities | $ 56,767 | $ (5,464) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Dec. 22, 2020 | Dec. 13, 2020 | Nov. 25, 2020 | Nov. 05, 2020 | Dec. 28, 2020 |
Stock issued during the period resticted stock | 702,738,918 | 669,338,906 | 637,526,342 | ||
Fair market value | $ 281,096 | $ 200,802 | $ 63,753 | ||
Debt instrument, description | Penalties against the note dated January 24, 2018. | Penalties against the note dated January 24, 2018. | Penalties against the note dated January 24, 2018. | ||
Noteholder [Member] | |||||
Penalties | $ 35,137 | $ 33,467 | $ 31,876 | ||
TCBM Holdings, LLC [Member] | |||||
Debt principal amount | $ 400,000 | ||||
Platform License Agreement [Member] | Honey Badger Media, LLC [Member] | |||||
Percentage for consideration of license by net profit | 20.00% |