Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Oct. 12, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 000-25668 | ||
Entity Registrant Name | GLOBAL TECHNOLOGIES, LTD | ||
Entity Central Index Key | 0000932021 | ||
Entity Tax Identification Number | 86-0970492 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 510 1st Ave N. | ||
Entity Address, Address Line Two | Suite 901 | ||
Entity Address, City or Town | St. Petersburg | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33701 | ||
City Area Code | (727) | ||
Local Phone Number | 482-1505 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | GTLL | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21,626,049 | ||
Entity Common Stock, Shares Outstanding | 14,448,440,097 | ||
Auditor Firm ID | 5525 | ||
Auditor Name | FRUCI & ASSOCIATES II, PLLC | ||
Auditor Location | Spokane, Washington |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 324,494 | $ 56,300 |
Accounts receivable | 5,000 | |
Prepaid director’s compensation | 12,000 | |
Accrued interest receivable | 7,521 | |
Loan receivable, other | 18,380 | 3,782 |
Total current assets | 355,395 | 72,082 |
Property and equipment, less accumulated depreciation of $13,419 and $8,226 | 22,944 | 28,137 |
Notes receivable | 350,000 | |
Goodwill | 473,323 | |
Total other assets | 372,944 | 501,460 |
TOTAL ASSETS | 728,339 | 573,542 |
CURRENT LIABILITIES | ||
Accounts payable | 15,562 | 4,123 |
Accrued default interest | 40,216 | |
Accrued interest | 47,839 | 18,975 |
Notes payable-third parties | 387,500 | 649,750 |
Loans payable, related party | 2,250 | 11,999 |
Default principal, notes payable-third parties | 137,200 | |
Debt discounts | (49,863) | (251,235) |
Derivative liability | 1,272,799 | 1,007,577 |
Total current liabilities | 1,676,087 | 1,618,605 |
TOTAL LIABILITIES | 1,676,087 | 1,618,605 |
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock value | ||
Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of June 30, 2022 and 2021, there are 13,785,662,319 and 14,680,293,609 shares outstanding, respectively | 1,378,566 | 1,468,029 |
Additional paid- in capital Class A common stock | 162,732,907 | 161,225,814 |
Additional paid- in capital preferred stock | 1,385,113 | 1,282,310 |
Common stock to be issued | 144,803 | |
Accumulated deficit | (166,444,337) | (165,166,022) |
Total stockholders’ deficiency | (947,748) | (1,045,063) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | 728,339 | 573,542 |
Series K Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock value | ||
Series L Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock value | $ 3 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | |
Property and equipment, accumulated depreciation | [1] | $ 13,419 | $ 8,226 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Common Stock, Shares Authorized | 14,991,000,000 | 14,991,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Outstanding | 13,785,662,319 | 14,680,293,609 | |
Series K Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 3 | 3 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Outstanding | 3 | 3 | |
Series L Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 500,000 | 500,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Outstanding | 276 | 255 | |
[1]Depreciation expense for the years ended June 30, 2022 and 2021 was $ 5,193 5,196 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue earned: | ||
Revenue | $ 124,506 | $ 15,000 |
Cost of goods sold | 13,000 | |
Gross profit | 111,506 | 15,000 |
Operating Expenses | ||
Officer and director compensation, including stock-based compensation of $0 and $40,000, respectively | 328,237 | 80,000 |
Consulting services | 37,800 | 1,700 |
Depreciation expense | 5,193 | 5,196 |
Professional services | 92,145 | 106,612 |
Selling, general and administrative | 147,419 | 173,296 |
Total operating expenses | 610,794 | 366,804 |
Loss from operations | (499,288) | (351,804) |
Other income (expense) | ||
Gain (expense) on derivative liability | (51,274) | 436,326 |
Interest income | 7,521 | |
Investment income from Global Clean Solutions, LLC | 12,197 | |
Write-off of Global Clean Solutions, LLC | (250,000) | |
Forgiveness of debt and accrued interest | 449,293 | 336,786 |
Impairment of goodwill | (473,323) | (473,322) |
Interest expense | (46,347) | (112,593) |
Default principal and interest expense | (22,383) | (225,702) |
Loss on issuance of convertible notes | (217,392) | (2,759,425) |
Amortization of debt discounts | (425,122) | (841,124) |
Total other income (expense) | (779,027) | (3,876,857) |
Loss before provision for income taxes | (1,278,315) | (4,228,661) |
Provision for income taxes | ||
Net loss | $ (1,278,315) | $ (4,228,661) |
Basic and diluted loss per common share | $ 0 | $ 0 |
Weighted average common shares outstanding – basic and diluted | 12,337,881,004 | 14,977,786,974 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Stock-based compensation | $ 0 | $ 40,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficiency) - USD ($) | Series K Preferred Stock [Member] Preferred Stock [Member] | Series L Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2020 | $ 1,218,929 | $ 100,000 | $ 158,129,422 | $ (160,937,361) | $ (1,489,010) | ||
Beginning balance, shares at Jun. 30, 2020 | 3 | 10 | 12,189,293,609 | ||||
Return of common shares | $ (126,000) | 60,000 | (66,000) | ||||
Return of common shares, shares | (1,260,000,000) | ||||||
Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $196,765 | $ 375,100 | 3,184,634 | 3,559,734 | ||||
Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $196,765, shares | 3,751,000,000 | ||||||
Net loss | (4,228,661) | (4,228,661) | |||||
Issuance of Series L Preferred stock in satisfaction of note payable | $ 1 | 424,538 | 424,539 | ||||
Issuance of Series L Preferred stock in satisfaction of note payable, shares | 84 | ||||||
Issuance of Series L Preferred stock in satisfaction of note payable, related party | 203,532 | 203,532 | |||||
Issuance of Series L Preferred stock in satisfaction of note payable, related party, shares | 40 | ||||||
Issuance of Series L Preferred stock as reimbursement for shares returned to the Company | $ 1 | 64,999 | 65,000 | ||||
Issuance of Series L Preferred stock as reimbursement for shares returned to the Company, shares | 21 | ||||||
Issuance of Series L Preferred stock in satisfaction of consulting fees | $ 1 | 499,999 | 500,000 | ||||
Issuance of Series L Preferred stock in satisfaction of consulting fees, shares | 100 | ||||||
Common stock to be issued paid as cash | (55,197) | (55,197) | |||||
Common stock for services | 40,000 | 40,000 | |||||
Ending balance, value at Jun. 30, 2021 | $ 3 | $ 1,468,029 | 144,803 | 162,508,124 | (165,166,022) | (1,045,063) | |
Ending balance, shares at Jun. 30, 2021 | 3 | 255 | 14,680,293,609 | ||||
Return of common shares as per court order | $ (299,100) | 299,100 | |||||
Return of common shares as per court order, shares | (2,991,000,000) | ||||||
Return of common shares | $ (39,000) | 68,000 | (29,000) | ||||
Return of common shares, shares | (390,000,000) | ||||||
Issuance of replacement common shares | $ 110,000 | (110,000) | |||||
Issuance of replacement common shares, shares | 1,100,000,000 | ||||||
Issuance of common stock for shares purchased through Regulation A offering | $ 61,013 | 854,187 | 915,200 | ||||
Issuance of common stock for shares purchased through Regulation A offering, shares | 610,133,333 | ||||||
Issuance of common stock to noteholders in satisfaction of principal and interest | $ 64,957 | 395,473 | 460,430 | ||||
Issuance of common stock to noteholders in satisfaction of principal and interest, shares | 649,560,553 | ||||||
Cashless exercise of warrant | $ 12,667 | (12,667) | |||||
Cashless exercise of warrant, shares | 126,674,824 | ||||||
Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $196,765 | (102,803) | 102,803 | |||||
Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $196,765, shares | 21 | ||||||
Net loss | (1,278,315) | (1,278,315) | |||||
Ending balance, value at Jun. 30, 2022 | $ 3 | $ 1,378,566 | $ 164,118,020 | $ (166,444,337) | $ (947,748) | ||
Ending balance, shares at Jun. 30, 2022 | 3 | 276 | 13,785,662,319 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Deficiency) (Parenthetical) | 12 Months Ended |
Jun. 30, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Cash payment for fees | $ 196,765 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net (loss) | $ (1,278,315) | $ (4,228,661) |
Adjustment to reconcile net loss to net cash provided by operating activities: | ||
Issuance of common stock for conversion fees | 130,319 | |
Common stock to be issued | 44,803 | |
Derivative liability (gain) loss | 51,274 | (436,326) |
Forgiveness of debt and accrued interest | (449,293) | (336,786) |
Loss on issuance of note payable | 217,372 | 2,759,425 |
Write-off of Global Clean Solutions, LLC investment | 250,000 | |
Impairment of goodwill | 473,323 | 473,322 |
Depreciation | 5,193 | 5,196 |
Amortization of debt discounts | 425,122 | 841,124 |
Changes in operating assets and liabilities: | ||
Accounts and loans receivable | (31,218) | 160,283 |
Prepaid director’s compensation | 12,000 | (12,000) |
Accounts payable | 11,439 | (8,795) |
Accrued interest, net | 78,693 | 57,332 |
Default principal, notes payable-third parties | 137,200 | |
Accrued director’s compensation | 22,000 | |
Net cash provided by (used in) operating activities | (484,410) | (141,564) |
INVESTING ACTIVITIES: | ||
Note receivable | (350,000) | |
Net cash (used in) investing activities | (350,000) | |
FINANCING ACTIVITIES: | ||
Borrowings from loans payable | 4,481 | |
Issuance of stock for Regulation A financing | 915,200 | |
Payments on convertible notes | (215,392) | |
Payments under notes payable | (26,597) | |
Borrowings from notes payable | 223,750 | 408,750 |
Payments on related part loans | (9,749) | |
Net cash provided by financing activities | 1,102,604 | 197,839 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 268,194 | 56,275 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 56,300 | 25 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 324,494 | 56,300 |
Supplemental Disclosures of Cash Flow Information: | ||
Taxes paid | ||
Interest paid | ||
Non-cash investing and financing activities: | ||
Cancellation of common stock as per court order | 299,100 | |
Cancellation of common stock to be issued | 212,803 | |
Issuance of convertible note for acquisition of Global Clean Solutions, LLC | 250,000 | |
Reduction of Jetco note in the amount per agreement applied to acquisition of subsidiaries | 400,000 | |
Issuance of common stock for debt | 411,119 | 63,946 |
Issuance of Series L Preferred stock for payment of notes payable and accrued interest | 628,071 | |
Issuance of Series L Preferred stock for payment of accounts payable | 500,000 | |
Issuance of Series L Preferred stock for return of common stock | $ 102,803 | $ 104,000 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Jun. 30, 2022 | |
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 publicly traded operating 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 $ 2,000,000 503,714 46,485 253,714 250,000 50 250,000 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 $ 70,850 238,750 2,500,000 125,000 5,000,000 125,000 477,500 70,850 On January 19, 2021, the Company issued 300,000,000 42,000 503,714 46,485 253,714 250,000 50 250,000 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 see NOTE H - 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE A – ORGANIZATION (cont’d) 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. 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 move forward with 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. On January 3, 2022, the Company filed Articles of Conversion with the State of Florida to convert MOM from a limited liability company to a Florida profit corporation. Simultaneous with the filing of the Articles of Conversion, the Company filed Articles of Incorporation for MOM. On January 19, 2022, MOM entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) with Amfluent, LLC (“Amfluent”). Under the terms of the Distribution Agreement, MOM will become an exclusive distributor for the promotion and sale of products carried by Amfluent. As the exclusive distributor, MOM shall be awarded the exclusive territory of e-commerce, live shopping and digital sales. The Distribution Agreement has a term of one year from the Effective Date unless both parties agree to renew the Distribution Agreement for an additional term. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE A – ORGANIZATION (cont’d) On January 30, 2022, MOM entered into a Marketing Management Agreement (the “Agreement”) with Chin Industries, LLC (“Chin”). Under the terms of the Agreement, Chin shall provide day to day management of websites where MOM’s products may be sold. The Agreement has a term of one year. As compensation, Chin shall receive a 50/50 split of net profits. During the third quarter of fiscal 2022, MOM launched its first website, www.sculptbaby.com, under the Agreement with Chin. Product sales initiated in March 2022. During the fourth quarter of fiscal 2022, all Sculpt Baby inventory was sold. The Company has not identified its next product to launch. On May 4, 2020, MOM entered into a Drop Ship Agreement (the “Agreement”) with QVC, Inc. Under the terms of the Agreement, MOM shall provide products for marketing, promotion, sale and distribution by QVC through certain televised and/or other electronic shopping services developed or to be developed by QVC and through other means and media. About Tersus Power, Inc. (Delaware) Tersus Power, Inc. (“Tersus”) (Delaware) was formed as a wholly owned subsidiary as per the terms of the Share Exchange Agreement entered into with Tersus Power, Inc., a Nevada corporation, and the Tersus Shareholders with the sole purpose of entering into an Agreement and Plan of Merger to effect a name change. The Articles of Incorporation were filed with the Secretary of State of the State of Delaware on March 15, 2022. Investments: Global Clean Solutions, LLC Investment Global Clean Solutions (“Global Clean”) 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 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 The Company elected to impair its investment in Global Clean as it does not anticipate generating any further revenue from this investment. Share Exchange Agreement with Tersus Power, Inc. (Nevada) On November 17, 2021, the Company entered into a Letter of Intent to acquire Tersus Power, Inc. (“Tersus Power”). On March 9, 2022, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tersus Power and the Tersus Shareholders. Under the terms of the Exchange Agreement, at Closing the Company shall deliver to the Tersus Shareholders a to-be-determined pro-rata number of shares of the Company’s Class A Common Stock for each one (1) share of Tersus common stock held by the Tersus Shareholder (the “Exchange Ratio”). Such shares of the Company’s Class A Common Stock shall collectively (i) be referred to as the “Exchange Shares”, and (ii) constitute 75% of the issued and outstanding shares of stock, of all classes, of the Company immediately following the Closing. Conditions precedent to the Closing shall require the Company to complete the following corporate actions: (i) the Company will have completed a merger with and into its wholly owned subsidiary sufficient to change its name to “Tersus Power, Inc.”, a Delaware corporation, with an authorized capital of 500 million shares of common stock (of one class), and 10 million shares of preferred stock (none of which will be authorized as a particular series), (ii) the Company will have completed, and FINRA will have recognized and effectuated, a reverse split of its common stock in a range between 1-for-1,000 and 1-for-4,000, at a level that is acceptable to the Parties, (iii) all of the holders of the Company’s Series K Preferred Stock and Series L Preferred Stock will have converted their preferred shares into Class A Common Stock of the Company, and (iv) certain nominees by the Tersus Shareholders shall be appointed to the Company’s Board of Directors. The Exchange Agreement provides for mutual indemnification for breaches of representations and covenants. Unless the Exchange Agreement shall have been terminated and the transactions therein contemplated shall have been abandoned, the closing of the Exchange (the “Closing”) will take place at 5:00 p.m. Pacific Time on the second business day following the satisfaction or waiver of the conditions (the “Closing Date”). Either party may terminate the Exchange Agreement if a Closing has not occurred on or before June 30, 2022. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE A – ORGANIZATION (cont’d) About Tersus Power, Inc. Tersus Power Inc. was founded in 2020 as a contract manufacturer that will build and deliver Modular Hydrogen Fueling stations across the U.S and Canada. Tersus Power is located in Nevada and is in the process of commissioning a facility to manufacture the initial prototypes, and then ramp up to manufacture 10 modular fueling stations per month. The Company’s manufacturing facility will be located in the Pittsburgh, PA metroplex. Tersus Power bases its Gen3 Modular Hydrogen Fueling Station on the PowerTap PT50, which was originally developed and manufactured by Nuvera in cooperation with the Department of Energy. Tersus Power’s next generation modular Hydrogen fueling station will utilize the patented solutions developed by Nuvera and the Department of Energy and will generate up to 1250 Kg of pure Hydrogen daily. Tersus Power’s sole objective is to design a safe, adaptable and affordable hydrogen fueling station that allows for rapid development and deployment of hydrogen fueling infrastructure while minimizing the risk to investors. The Company’s modular prefabricated fueling stations could be produced on a very large scale and available immediately for delivery to participating sites in order to meet the growing demand for hydrogen fuel. The success of these stations will build increased confidence in the hydrogen vehicle market for both consumers and investors. The station production equipment will be housed in a modular steel-hardened exoskeleton platform similar to a 40-foot shipping container, depending on the production requirements for a given site. The platform would contain a fully operational hydrogen production system. Each fueling station will be preassembled and rigorously tested in Tersus Power’s manufacturing facility to ensure minimum configuration at time of delivery. The design enhanced side panels that cover the structure will give it a permanent look and feel while providing further stability to the structure as a whole. The panels will be removable to provide access to production equipment for the purposes of maintenance and repair. The modular fueling station will be placed on site at existing fueling stations on a prepared concrete pad that could support a more permanent installation. This approach allows for a narrowly focused permitting process which is necessary to connect the modular fueling stations to on-site utilities supporting the production of hydrogen. This approach eliminates the costly need to transport hydrogen from large-scale “refineries” to fueling stations. Tersus Power generated over $ 2 Services: Consulting Services On May 10, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with CoroWare, Inc. (“CoroWare”). Under the terms of the Agreement, the Company is to prepare the following financial reports for CoroWare: (i) Registration Statement and all subsequent amendments, (ii) Quarterly Reports for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and (iii) Annual Report for the period ended December 31, 2021. The Agreement shall have a term of one (1) year or until CoroWare’s Annual Report is filed with OTC Markets or the SEC. The Company shall be compensated a total of $ 45,000 15,000 45,000 On June 29, 2021, the Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form S-1 and all follow up correspondence with the appropriate regulatory agencies. As of June 30, 2022, the Company has initiated the work to be completed under the Agreement but is awaiting additional information from its client. On December 16, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with Palisades Holding Corp, Inc. (“Palisades”). Under the terms of the Agreement, the Company is to prepare a Registration Statement on Form S-1 (the “Registration Statement”) and all subsequent amendments to the Registration Statement. The Agreement shall remain in effect for the earlier of six (6) months or until Palisade’s Registration Statement is filed with the SEC. The Company shall be compensated a total of $ 25,000 49,000 - On January 12, 2022, the Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form 1-A and all follow up correspondence with the appropriate regulatory agencies. As of June 30, 2022, the Company has completed all required work under the Agreement. On February 1, 2022, the Company entered into a Letter Agreement (the “Agreement”) with Donohoe Advisory Services, Inc. (“Donohoe”) to provide assistance to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange. Under the terms of the Agreement, the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a “success fee” 10,000 On February 5, 2022, the Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form 1-A and all follow up correspondence with the appropriate regulatory agencies. As of June 30, 2022, the Company has initiated the work to be completed under the Agreement but is awaiting additional information from its client. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE B – BASIS OF PRESENTATION The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial statements and with Form 10-K 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 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 consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. As of June 30, 2022, Global Technologies had five wholly-owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911 Help Now, LLC (“911”), Markets on Main, LLC (“MOM”) and Tersus Power, Inc. (“Tersus”). As of June 30, 2022, the Company had a minority investment in one entity, Global Clean Solutions, LLC. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2022 | |
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. Principles of Consolidation The consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. 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. The Company has cash on deposit at one financial institution which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. In the future, the Company may reduce its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $ 324,494 of cash and cash equivalents at June 30, 2022 of which none was held in foreign bank accounts and $ 74,494 was not covered by FDIC insurance limits as of June 30 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. 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 are fully collectable. Therefore, no Concentrations of Risks Concentration of Accounts Receivable 5,000 no Concentration of Revenues 20 100 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Concentration of Suppliers Concentration of Loans Receivable no loan receivable at June 30, 2022 and 2021. Concentration of Loans Receivable, Other 18,380 3,782 loans receivable, other, respectively. At June 30, 2022 and 2021, one borrower accounted for 100 % of the Company’s total loans receivable, other. Concentration of Notes Receivable 350,000 0 100 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 June 30, 2022, 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 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 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 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”), 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 year ended June 30, 2022 June 30, 2022, there were no similar transactions with third-parties. SCHEDULE OF INVESTMENT June 30, 2022 September 30, 2020 Global Clean Solutions, LLC $ - $ 250,000 Total investments $ - $ 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. For the years ended June 30, 2022 and 2021 0 12,197 Marketable Equity Securities Marketable equity securities are stated at lower of cost or market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities. 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. Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer. Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 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. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. 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. The Company accounts for non-employee stock-based awards in accordance with the Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): 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 years ended June 30, 2022 and 2021, the Company excluded 3,717,213,115 59,095,209,336 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Recently Enacted Accounting Standards 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 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. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. 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 on a semi-annual and annual basis. Intangible Assets Intangible assets are stated at the lesser of cost or fair value. Please see NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 |
ACQUISITION OF TCBM HOLDINGS, L
ACQUISITION OF TCBM HOLDINGS, LLC | 12 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF TCBM HOLDINGS, LLC | NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC On November 30, 2019, the Company acquired 100 2,000,000 Details regarding the book values and fair values of the net assets acquired are as follows: SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED Book Value Fair Value Difference Cash $ 546,411 $ 546,411 $ - Inventory 70,580 70,580 - Property and Equipment 36,363 36,363 - Total $ 653,354 $ 653,354 $ - Goodwill and Intangibles Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Intangible assets other than goodwill are recorded at fair value at the time acquired or at cost, if applicable. Intangible assets that do not have indefinite lives are amortized in line with the pattern in which the economic benefits of the intangible asset are consumed. If the pattern of economic benefit cannot be reliably determined, the intangible assets are amortized on a straight-line basis over the shorter of the legal or estimated life. Goodwill and indefinite-lived intangibles assets are not amortized but are tested for impairment in the fourth quarter using the same dates each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment. In performing the annual impairment test, the fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. For goodwill, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform the quantitative goodwill impairment test. The quantitative test is required only if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. For quantitative testing, the Company compares the fair value of each reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows. Changes in economic and operating conditions, actual growth below the assumed market participant assumptions or an increase in the discount rate could result in an impairment charge in a future period. 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. SCHEDULE OF ASSETS ACQUIRED Assets acquired As of November 30, 2019 Cash $ 546,411 Inventory (i) (i) 70,580 Property, plant and equipment (ii) (ii) 36,363 Assets acquired excluding goodwill 653,354 Goodwill (iii) (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 June 30, 2022 were as follows: SCHEDULE OF GOODWILL Balance as of November 30, 2019 $ 1,346,646 Additions and adjustments (1,346,646 ) Balance as of June 30, 2022 $ - For the years ended June 30, 2022 and 2021, the Company recorded an impairment of goodwill in the amount of $ 473,323 873,323 During the fourth quarter of fiscal 2021 (second calendar quarter of 2021), the Company performed an interim goodwill impairment analysis on the TCBM Holdings, LLC acquisition and its $ 946,646 473,323 473,323 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE E - PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 June 30, 2021 Property and Equipment (i) $ 36,363 $ 36,363 Less: accumulated depreciation (ii) (13,419 ) (8,226 ) Total $ 22,944 $ 28,137 (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 years ended June 30, 2022 and 2021 was $ 5,193 5,196 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE F – NOTE RECEIVABLE SCHEDULE OF NOTE RECEIVABLE June 30, 2022 June 30, 2021 Note receivable- Tersus Power, Inc. $ 350,000 $ - Total $ 350,000 $ - (i) On December 14, 2021, the Company, was issued a Senior Secured Promissory Note (the “Note”) in the principal amount of $ 500,000 The Note shall bear interest at 5 December 14, 2026 500,000 37,500 350,000 (ii) The convertible note receivable is considered available for sale debt securities with a private company that is not traded in active markets. Since observable price quotations were not available at acquisition, fair value was estimated based on cost less an appropriate discount upon acquisition. The discount of each instrument is accreted into interest income over the respective term as shown within the Company’s Condensed Consolidated Statements of Operations. |
ACCRUED OFFICER AND DIRECTOR CO
ACCRUED OFFICER AND DIRECTOR COMPENSATION | 12 Months Ended |
Jun. 30, 2022 | |
Accrued Officer And Director Compensation | |
ACCRUED OFFICER AND DIRECTOR COMPENSATION | NOTE G – 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: SCHEDULE OF ACCRUED OFFICER AND DIRECTOR COMPENSATION June 30, 2022 June 30, 2021 Pursuant to January 26, 2018 Board of Directors Service Agreement $ - $ - Total $ - $ - For the years ended June 30, 2022 and 2021, the balance of accrued officer and director compensation changed as follows: SCHEDULE OF CHANGES IN ACCRUED OFFICER AND DIRECTOR COMPENSATION Pursuant to Employment Agreements Pursuant to Board of Directors Services Agreements Total Balances at June 30, 2020 $ - $ 79,803 $ 79,803 Officer’s/director’s compensation for the year ended June 30, 2021 (including stock-based compensation of $ 40,000 - 40,000 40,000 Cash compensation - (119,803 ) (119,803 ) Balances at June 30, 2021 - - - Officer’s/director’s compensation for the year ended June 30, 2021 (including stock-based compensation of $ 40,000 - 80,000 80,000 Cash compensation - (80,000 ) (80,000 ) Balances at June 30, 2022 $ - $ - $ - (i) As of June 30, 2022 and June 30, 2021, 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 0 84,803 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 |
NOTES PAYABLE, THIRD PARTIES
NOTES PAYABLE, THIRD PARTIES | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, THIRD PARTIES | NOTE H - NOTES PAYABLE, THIRD PARTIES Notes payable to third parties consist of: SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES June 30, 2022 June 30, 2021 Totals $ 387,500 $ 649,750 Convertible Promissory Note dated December 17, 2019 payable to Armada Investment Fund, LLC (“Armada”), interest at 8 December 17, 2020 0 0 - 11,000 Convertible Promissory Note dated September 3, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3 March 3, 2021 0 0 - 250,000 Convertible Promissory Note dated September 9, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3 March 9, 2021 0 0 - 20,000 Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 January 20, 2022 0 55,616 100,000 100,000 Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 February 22, 2022 0 129,316 200,000 200,000 Convertible Promissory Note dated June 17, 2021 payable to Power Up Lending Group Ltd. (“Power Up”), interest at 8 June 17, 2022 0 66,303 - 68,750 Convertible Promissory Note dated January 13, 2022 payable to Sixth Street Lending, LLC (“Sixth Street”), interest at 8 January 13, 2023 23,613 0 43,750 - Convertible Promissory Note dated February 4, 2022 payable to Sixth Street Lending, LLC (“Sixth Street”), interest at 8 February 4, 2023 26,250 0 43,750 - Totals $ 387,500 $ 649,750 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE H - NOTES PAYABLE, THIRD PARTIES (cont’d) (i) 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 1 December 17, 2020 8 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 20 560,800 0.024 5 10,000,000 On November 17, 2021, Armada converted $ 16,500 3,535 40,070,137 (ii) On September 3, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC (the “Holder”) in the principal amount of $ 250,000 March 3, 2021 The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70 20 1 3 (iii) On September 9, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC (the “Holder”) in the principal amount of $ 20,000 March 9, 2021 The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70 20 1 3 On December 20, 2021, the Company made payment of $ 20,754 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE H - NOTES PAYABLE, THIRD PARTIES (cont’d) (iv) On January 20, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $ 150,000 10 100,000 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ( January 20, 2022 50 20 100,000 4,959 (v) On February 22, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $ 200,000 10 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ( February 22, 2022 50 200,000 9,918 (vi) On June 17, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 68,750 . The Convertible Note has a term of one ( 1 ) year and bears interest at 8 % annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 ) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The transaction closed on June 21, 2021. On December 22, 2021, the Investor converted $ 68,750 2,750 55,000,000 the Note was paid in full. ( vii) On January 13, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 43,750 1 8 The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 June 30 43,750 1,829 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE H - NOTES PAYABLE, THIRD PARTIES (cont’d) (viii) On February 4, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 43,750 1 8 The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 June 30 43,750 1,618 Income from forgiveness of principal and interest on convertible notes payable consists of: SCHEDULE OF INTEREST FROM FORGIVENESS OF NOTES PAYABLE June 30, 2022 June 30, 2021 Forgiveness of principal and interest Tribridge Ventures, LLC $ - $ 29,277 Forgiveness of interest Around the Clock Partners, LP - 3,532 Forgiveness of interest Valvasone Trust - 2,453 Forgiveness of interest Jody A. DellaDonna - 1,327 Forgiveness of Jetco Holdings, LLC principal and interest - 300,197 Forgiveness of Graphene Holdings, LLC principal and interest 449,293 - Total $ 449,293 $ 336,786 Default principal, notes payable-third parties: June 30, 2022 June 30, 2021 Armada Investment Fund, LLC $ - $ 2,200 Graphene Holdings, LLC - 135,000 Total $ - $ 137,200 Default principal $ - $ 137,200 Accrued default interest, notes payable-third parties: June 30, 2022 June 30, 2021 Armada Investment Fund, LLC $ - $ 1,269 Graphene Holdings, LLC - 38,947 Total $ - $ 40,216 Accrued default interest $ - $ 40,216 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE I - DERIVATIVE LIABILITY The derivative liability at June 30, 2022 and June 30, 2021 consisted of: SCHEDULE OF DERIVATIVE LIABILITY June 30, 2022 June 30, 2021 Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES $ 1,023,744 $ 548,392 Convertible Promissory Note payable to Armada Investment Fund, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES - 18,865 Convertible Promissory Notes payable to Graphene Holdings, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES - 332,519 Convertible Promissory Note payable to Power Up Lending Group Ltd. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES - 107,801 Convertible Promissory Note payable to Sixth Street Lending, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES 249,055 - Total derivative li $ 1,272,799 $ 1,007,577 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 June 30, 2022, and June 30, 2021 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2022 were (1) stock price of $ 0.0004 per share, (2) conversion prices ranging from $ 0.0001 to $ 0.000122 per share, (3) term of 6 months to 8 months, (4) expected volatility of 305.48 %, and (5) risk free interest rate of 0.05 % to 0.34 %. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2021 were (1) stock price of $ 0.0032 per share, (2) conversion prices ranging from $ 0.0015 to $ 0.0021 per share, (3) term of 6 months to 1 year, (4) expected volatility of 257.53 % to 392.02 %, and (5) risk free interest rate of 0.09 %. 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): SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS Level 3 Balance at June 30, 2020 $ 1,420,455 Additions 3,398,176 (Gain)Loss (446,532 ) Change resulting from conversions and payoffs (3,364,522 ) Balance at June 30, 2021 1,007,577 (Gain)Loss 51,274 Change resulting from conversions and payoffs 213,948 Balance at June 30, 2022 $ 1,272,799 |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Jun. 30, 2022 | |
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 3,000 0 0 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 3,000 0 0 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE J - CAPITAL STOCK (cont’d) 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 1,000 0 0 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 $ 0.01 800 0 0 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 $ 0.01 250 0 0 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 3 3 3 Dividends. Liquidation and Redemption Rights. Conversion. Rank 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 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE J - CAPITAL STOCK (cont’d) 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 $ 0.01 500,000 276 255 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.” GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE J - CAPITAL STOCK (cont’d) 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE J - CAPITAL STOCK (cont’d) 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE J - CAPITAL STOCK (cont’d) 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE J - CAPITAL STOCK (cont’d) At June 30, 2022 and 2021, the Company is authorized to issue 14,991,000,000 14,991,000,000 13,785,662,319 14,680,293,609 4,000,000 4,000,000 0 0 Common Stock, Preferred Stock and Warrant Issuances For the twelve months ended June 30, 2022 and June 30, 2021, the Company issued and/or sold the following unregistered securities: Common Stock: Year ended June 30, 2022 On November 17, 2021, the Company issued 40,070,137 144,252 16,500 3,535 On November 17, 2021, the Company issued 126,674,824 456,029 On December 13, 2021, the Company issued 50,000,000 135,000 On December 14, 2021, the Company issued 60,000,000 150,000 On December 15, 2021, the Company issued 50,000,000 125,000 On December 16, 2021, the Company issued 66,700,000 173,420 On December 17, 2021, the Company issued 50,000,000 124,000 On December 21, 2021, the Company issued 33,333,333 73,333 On December 22, 2021, the Company issued 66,700,000 133,400 On December 22, 2021, the Company issued 55,000,000 110,000 68,750 2,750 On December 28, 2021, the Company issued 50,000,000 90,000 On December 29, 2021, the Company issued 66,700,000 113,390 On January 3, 2022, the Company issued 66,700,000 120,060 On January 3, 2022, the Company issued 50,000,000 90,000 On January 18, 2022, the Company issued 55,108,596 93,685 48,750 1,950 On March 3, 2022, the Company issued 500,000,000 650,000 On March 3, 2022, the Company issued 600,000,000 780,000 On March 15, 2022, the Company issued 163,548,387 81,774 48,750 1,950 On April 29, 2022, the Company issued 335,833,333 shares of common stock with a fair market value of $ 67,167 to a noteholder in satisfaction of $ 38,750 principal and $ 1,550 interest against the note dated October 27, 2021. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE J - CAPITAL STOCK (cont’d) Year ended June 30, 2021 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 in satisfaction of $ 29,839 in penalties against the note dated January 24, 2018. 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 in satisfaction of $ 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 in satisfaction of $ 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 in satisfaction of $ 35,137 in penalties against the note dated January 24, 2018. On January 14, 2021, the Company issued 500,000,000 shares of restricted common stock with a fair market value of $ 900,000 to a noteholder in satisfaction of $ 20,000 principal against the note dated June 3, 2019. On January 19, 2021, the Company issued 300,000,000 shares of restricted common stock with a fair market value of $ 1,200,000 to a noteholder in satisfaction of $ 42,000 principal against the note dated November 30, 2019. On January 21, 2021, the Company issued 194,610,447 shares of restricted common stock with a fair market value of $ 1,264,968 to a noteholder in satisfaction of $ 1,946 principal against the note dated January 24, 2018. On February 22, 2021, the Company issued 150,000,000 shares of restricted common stock with a fair market value of $ 1,710,000 to a noteholder in satisfaction of $ 1,946 in penalties against the note dated January 24, 2018. Common Stock cancelled during the year ended June 30, 2022 A total of 390,000,000 On October 18, 2021, a Default Final Judgment was entered in favor of the Company in the Complaint for Declaratory Judgment filed with the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida against Fortis Holdings, Ltd, Wayfarer Management, Ltd, Flash Funding, Inc. and OTC Capital Partners, LLC. A total of 2,991,000,000 shares of the Company’s issued and outstanding common stock were voided. Preferred Stock : Year ended June 30, 2022 On February 15, 2022, the Company issued 21 1,028,030,000 Year ended June 30, 2021 On February 15, 2021, the Company issued 100 shares of the Company’s Series L Preferred Stock to two Consultants in satisfaction of $ 500,000 cash compensation due for past consulting services. Each Consultant received 50 Shares. On March 1, 2021, the Company issued 40 shares of the Company’s Series L Preferred Stock, to an affiliate of the Company’s sole officer and director, in satisfaction of $ 200,000 principal and interest outstanding on a Convertible Promissory Note dated July 27, 2018. On March 15, 2021, the Company issued 50 shares of the Company’s Series L Preferred Stock in satisfaction of $ 250,000 principal outstanding on a Convertible Promissory Note dated November 30, 2019. On March 31, 2021, the Company issued 26 shares of the Company’s Series L Preferred Stock in satisfaction of $ 130,000 principal and interest outstanding on a Convertible Promissory Note dated June 3, 2018. On March 31, 2021, the Company issued 8 shares of the Company’s Series L Preferred Stock in satisfaction of $ 40,000 principal and interest outstanding on a Convertible Promissory Note dated June 29, 2018. On March 31, 2021, the Company issued 18 shares of the Company’s Series L Preferred Stock to the Company’s sole officer and director as reimbursement for returning 890,000,000 shares of common stock to the Company. On March 31, 2021, the Company issued 3 shares of the Company’s Series L Preferred Stock to a non-affiliate as reimbursement for returning 150,000,000 shares of common stock to the Company GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE K - INCOME TAXES The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax basis of the Company’s assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at June 30, 2022 and 2021. The provision (benefit) for income taxes includes income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Significant components of the Company’s deferred tax assets and liabilities are calculated at an estimated effective tax rate of 21% 35% The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% SCHEDULE OF PROVISION (BENEFIT) FOR INCOME TAXES June 30, 2022 June 30, 2021 Year Ended June 30, 2022 June 30, 2021 Expected tax at 21% 21% $ (268,446 ) $ (888,019 ) Non-deductible stock-based compensation - 35,767 Non-deductible loss (nontaxable income) from derivative liability 10,768 (91,628 ) Non-deductible default principle 4,700 28,812 Non-deductible loss on issuance of convertible nots 45,652 579,479 Non-deductible amortization of debt discounts 89,276 176,636 Impairment of goodwill 99,398 99,398 Forgiveness of debt and accrued interest (94,352 ) (70,725 ) Increase (decrease) in Valuation allowance 113,004 130,280 Provision for (benefit from) income taxes $ - $ - All tax years remain subject to examination by the Internal Revenue Service. Significant components of the Company’s deferred income tax are as follows: SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX June 30, 2022 June 30, 2021 Unpaid accrued officer and director compensation $ - $ - Net operating loss carry-forwards 451,785 30,128,849 Valuation allowance (451,785 ) (30,128,849 ) Net non-current deferred tax asset $ - $ - Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $ 451,785 100 The Company will continue to review this valuation allowance and make adjustments as appropriate. $28,980,000 of the net operating loss carryforward expired in the year 2022. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE L - 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: $10,000/(Closing stock price on the last trading day of each quarter x .80). On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($ 50,000.00 20,000.00 20,000 see NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTY | NOTE M - 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 June 30, 2022 and June 30, 2021, we had an accumulated deficit of $ 166,444,337 165,166,022 484,410 ($141,564) 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. 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 | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE N - SUBSEQUENT EVENTS On July 14, 2022, the Company issued 111,111,111 shares of common stock with a fair market value of $ 33,333 to a noteholder in satisfaction of $ 20,000 principal against the note dated January 13, 2022. On July 15, 2022, the Company issued 212,500,000 shares of common stock with a fair market value of $ 63,750 to a noteholder in satisfaction of $ 23,750 principal and $ 1,750 interest against the note dated January 13, 2022. On August 8, 2022, the Company issued 379,166,667 shares of common stock with a fair market value of $ 113,750 to a noteholder in satisfaction of $ 43,750 principal and $ 1,750 interest against the note dated February 4, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. 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. The Company has cash on deposit at one financial institution which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. In the future, the Company may reduce its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $ 324,494 of cash and cash equivalents at June 30, 2022 of which none was held in foreign bank accounts and $ 74,494 was not covered by FDIC insurance limits as of June 30 |
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. |
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 are fully collectable. Therefore, no |
Concentrations of Risks | Concentrations of Risks Concentration of Accounts Receivable 5,000 no Concentration of Revenues 20 100 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Concentration of Suppliers Concentration of Loans Receivable no loan receivable at June 30, 2022 and 2021. Concentration of Loans Receivable, Other 18,380 3,782 loans receivable, other, respectively. At June 30, 2022 and 2021, one borrower accounted for 100 % of the Company’s total loans receivable, other. Concentration of Notes Receivable 350,000 0 100 |
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 June 30, 2022, 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 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) |
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 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”), 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 year ended June 30, 2022 June 30, 2022, there were no similar transactions with third-parties. SCHEDULE OF INVESTMENT June 30, 2022 September 30, 2020 Global Clean Solutions, LLC $ - $ 250,000 Total investments $ - $ 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. For the years ended June 30, 2022 and 2021 0 12,197 |
Marketable Equity Securities | Marketable Equity Securities Marketable equity securities are stated at lower of cost or market value with unrealized gains and losses included in operations. The Company has classified its marketable equity securities as trading securities. |
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. Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer. Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of sales. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 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. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. |
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. The Company accounts for non-employee stock-based awards in accordance with the Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): |
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 years ended June 30, 2022 and 2021, the Company excluded 3,717,213,115 59,095,209,336 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards 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 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. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
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 on a semi-annual and annual basis. |
Intangible Assets | Intangible Assets Intangible assets are stated at the lesser of cost or fair value. Please see NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF INVESTMENT | SCHEDULE OF INVESTMENT June 30, 2022 September 30, 2020 Global Clean Solutions, LLC $ - $ 250,000 Total investments $ - $ 250,000 |
ACQUISITION OF TCBM HOLDINGS,_2
ACQUISITION OF TCBM HOLDINGS, LLC (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [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: SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED Book Value Fair Value Difference 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 | SCHEDULE OF ASSETS ACQUIRED Assets acquired As of November 30, 2019 Cash $ 546,411 Inventory (i) (i) 70,580 Property, plant and equipment (ii) (ii) 36,363 Assets acquired excluding goodwill 653,354 Goodwill (iii) (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 June 30, 2022 were as follows: SCHEDULE OF GOODWILL Balance as of November 30, 2019 $ 1,346,646 Additions and adjustments (1,346,646 ) Balance as of June 30, 2022 $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 June 30, 2021 Property and Equipment (i) $ 36,363 $ 36,363 Less: accumulated depreciation (ii) (13,419 ) (8,226 ) Total $ 22,944 $ 28,137 (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 years ended June 30, 2022 and 2021 was $ 5,193 5,196 |
NOTE RECEIVABLE (Tables)
NOTE RECEIVABLE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF NOTE RECEIVABLE | SCHEDULE OF NOTE RECEIVABLE June 30, 2022 June 30, 2021 Note receivable- Tersus Power, Inc. $ 350,000 $ - Total $ 350,000 $ - (i) On December 14, 2021, the Company, was issued a Senior Secured Promissory Note (the “Note”) in the principal amount of $ 500,000 The Note shall bear interest at 5 December 14, 2026 500,000 37,500 350,000 (ii) The convertible note receivable is considered available for sale debt securities with a private company that is not traded in active markets. Since observable price quotations were not available at acquisition, fair value was estimated based on cost less an appropriate discount upon acquisition. The discount of each instrument is accreted into interest income over the respective term as shown within the Company’s Condensed Consolidated Statements of Operations. |
ACCRUED OFFICER AND DIRECTOR _2
ACCRUED OFFICER AND DIRECTOR COMPENSATION (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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: SCHEDULE OF ACCRUED OFFICER AND DIRECTOR COMPENSATION June 30, 2022 June 30, 2021 Pursuant to January 26, 2018 Board of Directors Service Agreement $ - $ - Total $ - $ - |
SCHEDULE OF CHANGES IN ACCRUED OFFICER AND DIRECTOR COMPENSATION | For the years ended June 30, 2022 and 2021, the balance of accrued officer and director compensation changed as follows: SCHEDULE OF CHANGES IN ACCRUED OFFICER AND DIRECTOR COMPENSATION Pursuant to Employment Agreements Pursuant to Board of Directors Services Agreements Total Balances at June 30, 2020 $ - $ 79,803 $ 79,803 Officer’s/director’s compensation for the year ended June 30, 2021 (including stock-based compensation of $ 40,000 - 40,000 40,000 Cash compensation - (119,803 ) (119,803 ) Balances at June 30, 2021 - - - Officer’s/director’s compensation for the year ended June 30, 2021 (including stock-based compensation of $ 40,000 - 80,000 80,000 Cash compensation - (80,000 ) (80,000 ) Balances at June 30, 2022 $ - $ - $ - (i) As of June 30, 2022 and June 30, 2021, 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 0 84,803 |
NOTES PAYABLE, THIRD PARTIES (T
NOTES PAYABLE, THIRD PARTIES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES | Notes payable to third parties consist of: SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES June 30, 2022 June 30, 2021 Totals $ 387,500 $ 649,750 Convertible Promissory Note dated December 17, 2019 payable to Armada Investment Fund, LLC (“Armada”), interest at 8 December 17, 2020 0 0 - 11,000 Convertible Promissory Note dated September 3, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3 March 3, 2021 0 0 - 250,000 Convertible Promissory Note dated September 9, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3 March 9, 2021 0 0 - 20,000 Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 January 20, 2022 0 55,616 100,000 100,000 Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 February 22, 2022 0 129,316 200,000 200,000 Convertible Promissory Note dated June 17, 2021 payable to Power Up Lending Group Ltd. (“Power Up”), interest at 8 June 17, 2022 0 66,303 - 68,750 Convertible Promissory Note dated January 13, 2022 payable to Sixth Street Lending, LLC (“Sixth Street”), interest at 8 January 13, 2023 23,613 0 43,750 - Convertible Promissory Note dated February 4, 2022 payable to Sixth Street Lending, LLC (“Sixth Street”), interest at 8 February 4, 2023 26,250 0 43,750 - Totals $ 387,500 $ 649,750 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE H - NOTES PAYABLE, THIRD PARTIES (cont’d) (i) 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 1 December 17, 2020 8 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 20 560,800 0.024 5 10,000,000 On November 17, 2021, Armada converted $ 16,500 3,535 40,070,137 (ii) On September 3, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC (the “Holder”) in the principal amount of $ 250,000 March 3, 2021 The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70 20 1 3 (iii) On September 9, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC (the “Holder”) in the principal amount of $ 20,000 March 9, 2021 The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70 20 1 3 On December 20, 2021, the Company made payment of $ 20,754 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE H - NOTES PAYABLE, THIRD PARTIES (cont’d) (iv) On January 20, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $ 150,000 10 100,000 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ( January 20, 2022 50 20 100,000 4,959 (v) On February 22, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to $ 200,000 10 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ( February 22, 2022 50 200,000 9,918 (vi) On June 17, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 68,750 . The Convertible Note has a term of one ( 1 ) year and bears interest at 8 % annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 ) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The transaction closed on June 21, 2021. On December 22, 2021, the Investor converted $ 68,750 2,750 55,000,000 the Note was paid in full. ( vii) On January 13, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 43,750 1 8 The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 June 30 43,750 1,829 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended June 30, 2022 and 2021 NOTE H - NOTES PAYABLE, THIRD PARTIES (cont’d) (viii) On February 4, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 43,750 1 8 The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 June 30 43,750 1,618 |
SCHEDULE OF INTEREST FROM FORGIVENESS OF NOTES PAYABLE | Income from forgiveness of principal and interest on convertible notes payable consists of: SCHEDULE OF INTEREST FROM FORGIVENESS OF NOTES PAYABLE June 30, 2022 June 30, 2021 Forgiveness of principal and interest Tribridge Ventures, LLC $ - $ 29,277 Forgiveness of interest Around the Clock Partners, LP - 3,532 Forgiveness of interest Valvasone Trust - 2,453 Forgiveness of interest Jody A. DellaDonna - 1,327 Forgiveness of Jetco Holdings, LLC principal and interest - 300,197 Forgiveness of Graphene Holdings, LLC principal and interest 449,293 - Total $ 449,293 $ 336,786 Default principal, notes payable-third parties: June 30, 2022 June 30, 2021 Armada Investment Fund, LLC $ - $ 2,200 Graphene Holdings, LLC - 135,000 Total $ - $ 137,200 Default principal $ - $ 137,200 Accrued default interest, notes payable-third parties: June 30, 2022 June 30, 2021 Armada Investment Fund, LLC $ - $ 1,269 Graphene Holdings, LLC - 38,947 Total $ - $ 40,216 Accrued default interest $ - $ 40,216 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | The derivative liability at June 30, 2022 and June 30, 2021 consisted of: SCHEDULE OF DERIVATIVE LIABILITY June 30, 2022 June 30, 2021 Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES $ 1,023,744 $ 548,392 Convertible Promissory Note payable to Armada Investment Fund, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES - 18,865 Convertible Promissory Notes payable to Graphene Holdings, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES - 332,519 Convertible Promissory Note payable to Power Up Lending Group Ltd. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES - 107,801 Convertible Promissory Note payable to Sixth Street Lending, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES 249,055 - Total derivative li $ 1,272,799 $ 1,007,577 |
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): SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS Level 3 Balance at June 30, 2020 $ 1,420,455 Additions 3,398,176 (Gain)Loss (446,532 ) Change resulting from conversions and payoffs (3,364,522 ) Balance at June 30, 2021 1,007,577 (Gain)Loss 51,274 Change resulting from conversions and payoffs 213,948 Balance at June 30, 2022 $ 1,272,799 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION (BENEFIT) FOR INCOME TAXES | SCHEDULE OF PROVISION (BENEFIT) FOR INCOME TAXES June 30, 2022 June 30, 2021 Year Ended June 30, 2022 June 30, 2021 Expected tax at 21% 21% $ (268,446 ) $ (888,019 ) Non-deductible stock-based compensation - 35,767 Non-deductible loss (nontaxable income) from derivative liability 10,768 (91,628 ) Non-deductible default principle 4,700 28,812 Non-deductible loss on issuance of convertible nots 45,652 579,479 Non-deductible amortization of debt discounts 89,276 176,636 Impairment of goodwill 99,398 99,398 Forgiveness of debt and accrued interest (94,352 ) (70,725 ) Increase (decrease) in Valuation allowance 113,004 130,280 Provision for (benefit from) income taxes $ - $ - |
SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX | Significant components of the Company’s deferred income tax are as follows: SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX June 30, 2022 June 30, 2021 Unpaid accrued officer and director compensation $ - $ - Net operating loss carry-forwards 451,785 30,128,849 Valuation allowance (451,785 ) (30,128,849 ) Net non-current deferred tax asset $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Oct. 13, 2022 | Feb. 01, 2022 | Dec. 16, 2021 | May 10, 2021 | Mar. 15, 2021 | Jan. 19, 2021 | Mar. 11, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 03, 2020 | Nov. 30, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Agreement description | the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a “success fee” | ||||||||||
Deferred compensation arrangement with individual compensation expense | $ 25,000 | ||||||||||
Officers compensation | $ 328,237 | $ 80,000 | |||||||||
Deferred compensation arrangement with individual recorded liability | $ 49,000 | ||||||||||
Success fee | $ 10,000 | ||||||||||
Consulting Services [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Deferred compensation arrangement with individual compensation expense | $ 45,000 | ||||||||||
Compensation payment installments | $ 15,000 | ||||||||||
Officers compensation | $ 45,000 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Forfeitures | $ 477,500 | ||||||||||
[custom:AmountToBeCompensated] | $ 70,850 | ||||||||||
Transaction One [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cumulative revenue | $ 2,500,000 | ||||||||||
Number of common stock issued | 125,000 | ||||||||||
Transaction Two [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cumulative revenue | $ 5,000,000 | ||||||||||
Number of common stock issued | 125,000 | ||||||||||
Asset Purchase Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 70,850 | ||||||||||
Number of restricted common stock shares issued | 238,750 | ||||||||||
Share Exchange Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Agreement description | Under the terms of the Exchange Agreement, at Closing the Company shall deliver to the Tersus Shareholders a to-be-determined pro-rata number of shares of the Company’s Class A Common Stock for each one (1) share of Tersus common stock held by the Tersus Shareholder (the “Exchange Ratio”). Such shares of the Company’s Class A Common Stock shall collectively (i) be referred to as the “Exchange Shares”, and (ii) constitute 75% of the issued and outstanding shares of stock, of all classes, of the Company immediately following the Closing. Conditions precedent to the Closing shall require the Company to complete the following corporate actions: (i) the Company will have completed a merger with and into its wholly owned subsidiary sufficient to change its name to “Tersus Power, Inc.”, a Delaware corporation, with an authorized capital of 500 million shares of common stock (of one class), and 10 million shares of preferred stock (none of which will be authorized as a particular series), (ii) the Company will have completed, and FINRA will have recognized and effectuated, a reverse split of its common stock in a range between 1-for-1,000 and 1-for-4,000, at a level that is acceptable to the Parties, (iii) all of the holders of the Company’s Series K Preferred Stock and Series L Preferred Stock will have converted their preferred shares into Class A Common Stock of the Company, and (iv) certain nominees by the Tersus Shareholders shall be appointed to the Company’s Board of Directors. | ||||||||||
Revenue | $ 2,000,000 | ||||||||||
Consulting Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Officers compensation | |||||||||||
Jetco Holdings, LLC [Member] | Purchase and Sale Agreement [Member] | Series L Preferred Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Debt conversion, shares issued | 50 | ||||||||||
Debt conversion, amount | $ 250,000 | ||||||||||
Convertible Promissory Note [Member] | Jetco Holdings, LLC [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Convertible promissory note | 250,000 | ||||||||||
Debt principal amount | 503,714 | $ 42,000 | |||||||||
Debt interest | 46,485 | ||||||||||
Debt forgiveness | $ 253,714 | ||||||||||
Convertible Promissory Note [Member] | Jetco Holdings, LLC [Member] | Noteholder [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of restricted shares issued | 300,000,000 | ||||||||||
Convertible Promissory Note [Member] | Jetco Holdings, LLC [Member] | Series L Preferred Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Debt conversion, shares issued | 50 | ||||||||||
Debt conversion, amount | $ 250,000 | ||||||||||
Convertible Promissory Note [Member] | Jetco Holdings, LLC [Member] | Purchase and Sale Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Convertible promissory note | 250,000 | $ 2,000,000 | |||||||||
Debt principal amount | 503,714 | ||||||||||
Debt interest | 46,485 | ||||||||||
Debt forgiveness | $ 253,714 | ||||||||||
Convertible Promissory Note [Member] | Graphene [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Convertible promissory note | $ 250,000 |
SCHEDULE OF INVESTMENT (Details
SCHEDULE OF INVESTMENT (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2020 |
Total investments | $ 250,000 | |
Global Clean Solutions LLC [Member] | ||
Total investments | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Product Information [Line Items] | |||
Cash | $ 324,494 | ||
Cash, FDIC Insured Amount | $ 74,494 | ||
Allowance for doubtful accounts other receivable | 0 | ||
Accounts receivables | 5,000 | $ 0 | |
Loan receivable | 0 | 0 | |
Loans receivables other | 18,380 | 3,782 | |
Notes receivable | 350,000 | ||
Investment income | $ 12,197 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,717,213,115 | 59,095,209,336 | |
One Borrower [Member] | |||
Product Information [Line Items] | |||
Loans receivables other | $ 18,380 | $ 3,782 | |
Notes receivable | $ 350,000 | $ 0 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 20% | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 100% | ||
Loans Receivable [Member] | Customer Concentration Risk [Member] | One Borrower [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 100% | ||
Notes Receivable [Member] | Customer Concentration Risk [Member] | One Borrower [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 100% |
SCHEDULE OF FAIR VALUE OF NET A
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED (Details) | Nov. 30, 2019 USD ($) | |
Business Acquisition [Line Items] | ||
Cash | $ 546,411 | |
Inventory | 70,580 | [1] |
Property and Equipment | 36,363 | [2] |
Book Value [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 546,411 | |
Inventory | 70,580 | |
Property and Equipment | 36,363 | |
Total | 653,354 | |
Fair Value [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 546,411 | |
Inventory | 70,580 | |
Property and Equipment | 36,363 | |
Total | 653,354 | |
Difference [Member] | ||
Business Acquisition [Line Items] | ||
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. |
SCHEDULE OF ASSETS ACQUIRED (De
SCHEDULE OF ASSETS ACQUIRED (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 30, 2019 | ||
Business Combination and Asset Acquisition [Abstract] | |||||
Cash | $ 546,411 | ||||
Inventory (i) | [1] | 70,580 | |||
Property, plant and equipment (ii) | [2] | 36,363 | |||
Assets acquired excluding goodwill | 653,354 | ||||
Goodwill (iii) | $ 473,323 | 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. |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) | 31 Months Ended | |
Jun. 30, 2022 USD ($) | ||
Business Combination and Asset Acquisition [Abstract] | ||
Balance as of November 30, 2019 | $ 1,346,646 | [1] |
Additions and adjustments | (1,346,646) | |
Balance as of June 30, 2022 | ||
[1]Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. |
ACQUISITION OF TCBM HOLDINGS,_3
ACQUISITION OF TCBM HOLDINGS, LLC (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 30, 2019 | ||
Business Acquisition [Line Items] | ||||||
Goodwill impairment | $ 473,323 | $ 873,323 | ||||
Goodwill | $ 473,323 | 473,323 | $ 1,346,646 | [1] | ||
Goodwill, impairment loss | $ 473,323 | 473,322 | ||||
TCBM Holdings LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 946,646 | $ 946,646 | ||||
Goodwill, impairment loss | $ 473,323 | $ 473,323 | ||||
TCBM [Member] | HMNRTH, LLC and 911 Help Now, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest percentage | 100% | |||||
Convertible promissory note | $ 2,000,000 | |||||
[1]Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Property and Equipment | [1] | $ 36,363 | $ 36,363 |
Less: accumulated depreciation | [2] | (13,419) | (8,226) |
Total | $ 22,944 | $ 28,137 | |
[1]Property and equipment are stated at cost and depreciated principally on methods and at rates designed to amortize their costs over their useful lives.[2]Depreciation expense for the years ended June 30, 2022 and 2021 was $ 5,193 5,196 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 5,193 | $ 5,196 |
SCHEDULE OF NOTE RECEIVABLE (De
SCHEDULE OF NOTE RECEIVABLE (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Total | $ 350,000 | |
Tersus Power, Inc [Member] | ||
Total | $ 350,000 |
SCHEDULE OF NOTE RECEIVABLE (_2
SCHEDULE OF NOTE RECEIVABLE (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 14, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Repayments of related party debt | $ 9,749 | ||
Senior Secured Promissory Note [Member] | Tersus Power, Inc [Member] | |||
Debt instrument face amount | $ 500,000 | ||
Maturity date description | The Note shall bear interest at 5% annually, be amortized over 25 years and the Borrower shall pay the full amount of principal and interest in one balloon payment on December 14, 2026 (the “Maturity Date”). | ||
Bear interest rate, percentage | 5% | ||
Maturity date | Dec. 14, 2026 | ||
Advanced payment amount | $ 37,500 | ||
Repayments of related party debt | $ 350,000 | ||
Senior Secured Promissory Note [Member] | Tersus Power, Inc [Member] | Maximum [Member] | |||
Advance borrower fund, amount | $ 500,000 |
SCHEDULE OF ACCRUED OFFICER AND
SCHEDULE OF ACCRUED OFFICER AND DIRECTOR COMPENSATION (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | ||
Board of Directors Service Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total |
SCHEDULE OF CHANGES IN ACCRUED
SCHEDULE OF CHANGES IN ACCRUED OFFICER AND DIRECTOR COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Officer's/director's compensation | $ 328,237 | $ 80,000 |
Cash compensation | 0 | 40,000 |
Officer and Director [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued officer and director compensation, beginning balance | 79,803 | |
Officer's/director's compensation | 80,000 | 40,000 |
Cash compensation | (80,000) | (119,803) |
Accrued officer and director compensation, ending balance | ||
Officer and Director [Member] | Employment Agreements [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued officer and director compensation, beginning balance | ||
Officer's/director's compensation | ||
Cash compensation | ||
Accrued officer and director compensation, ending balance | ||
Officer and Director [Member] | Board of Directors Service Agreement [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued officer and director compensation, beginning balance | 79,803 | |
Officer's/director's compensation | 80,000 | 40,000 |
Cash compensation | (80,000) | (119,803) |
Accrued officer and director compensation, ending balance |
SCHEDULE OF CHANGES IN ACCRUE_2
SCHEDULE OF CHANGES IN ACCRUED OFFICER AND DIRECTOR COMPENSATION (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Officer and Director [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Stock-based compensation | $ 40,000 | $ 40,000 |
Mr. Anderson [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Common stock to be issued for services, shares | 0 | 84,803 |
SCHEDULE OF NOTES PAYABLE TO TH
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) - USD ($) | Dec. 22, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 17, 2021 | |
Short-Term Debt [Line Items] | |||||
Totals | $ 387,500 | $ 649,750 | |||
Accrued interest | 47,839 | 18,975 | |||
Convertible Promissory Note One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [1] | 11,000 | |||
Convertible Promissory Note Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [2] | 250,000 | |||
Convertible Promissory Note Three [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [3] | 20,000 | |||
Convertible Promissory Note Four [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [4] | 100,000 | 100,000 | ||
Convertible Promissory Note Five [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [5] | 200,000 | 200,000 | ||
Convertible Promissory Note Six [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [6] | 68,750 | |||
Convertible Promissory Note Six [Member] | Power Up Lending Group Ltd [Member] | |||||
Short-Term Debt [Line Items] | |||||
Principal amount | $ 68,750 | $ 68,750 | |||
Accrued interest | $ 2,750 | ||||
Conversion of stock, shares converted | 55,000,000 | ||||
Convertible Promissory Note Seven [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [7] | 43,750 | |||
Convertible Promissory Note Eight [Member] | |||||
Short-Term Debt [Line Items] | |||||
Totals | [8] | $ 43,750 | |||
[1]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 1 December 17, 2020 8 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 20 560,800 0.024 5 10,000,000 On November 17, 2021, Armada converted $ 16,500 3,535 40,070,137 250,000 March 3, 2021 The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70 20 1 3 20,000 March 9, 2021 The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70 20 1 3 On December 20, 2021, the Company made payment of $ 20,754 150,000 10 100,000 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ( January 20, 2022 50 20 100,000 4,959 200,000 10 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ( February 22, 2022 50 200,000 9,918 68,750 . The Convertible Note has a term of one ( 1 ) year and bears interest at 8 % annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 ) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The transaction closed on June 21, 2021. On December 22, 2021, the Investor converted $ 68,750 2,750 55,000,000 the Note was paid in full. 43,750 1 8 The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 June 30 43,750 1,829 43,750 1 8 The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10 June 30 43,750 1,618 |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) (Parenthetical) | 1 Months Ended | |||||||||||||||
Feb. 04, 2022 | Jan. 13, 2022 | Dec. 22, 2021 USD ($) shares | Sep. 09, 2020 USD ($) Integer | Sep. 03, 2020 USD ($) Integer | Dec. 17, 2019 USD ($) $ / shares shares | Nov. 30, 2019 Integer | Nov. 17, 2021 USD ($) shares | Jun. 17, 2021 USD ($) Integer | Feb. 22, 2021 USD ($) | Jan. 27, 2021 USD ($) | Jan. 20, 2021 USD ($) Integer | Dec. 17, 2019 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 20, 2021 USD ($) | Jun. 30, 2021 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||||||
Unamortized discount | $ 49,863 | $ 251,235 | ||||||||||||||
Accrued interest | 47,839 | 18,975 | ||||||||||||||
Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | shares | 40,070,137 | |||||||||||||||
Armada Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument face amount | $ 16,500 | |||||||||||||||
Armada Capital Partners, LLC [Member] | Convertible Promissory Note One [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt maturity date | Dec. 17, 2020 | |||||||||||||||
Unamortized discount | 0 | 0 | ||||||||||||||
Armada Capital Partners, LLC [Member] | Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt maturity date | Dec. 17, 2020 | |||||||||||||||
Unamortized discount | $ 1,000 | $ 1,000 | ||||||||||||||
Debt instrument face amount | $ 11,000 | $ 11,000 | ||||||||||||||
Debt term | 1 year | |||||||||||||||
Debt interest rate | 8% | 8% | ||||||||||||||
Warrants to purchase common stock | shares | 560,800 | 560,800 | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.024 | $ 0.024 | ||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||
Accrued interest | $ 3,535 | |||||||||||||||
Graphene Holdings LLC [Member] | Convertible Promissory Note Two [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 3% | |||||||||||||||
Debt maturity date | Mar. 03, 2021 | |||||||||||||||
Unamortized discount | 0 | 0 | ||||||||||||||
Debt instrument face amount | $ 250,000 | |||||||||||||||
Debt term | 1 year | |||||||||||||||
Debt interest rate | 3% | |||||||||||||||
Debt conversion description | 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. On September 22, 2021, the Holder forgave all unpaid principal, default principal, interest and default interest on the Convertible Note. As of June 30, 2022, no principal or interest were due. | |||||||||||||||
Debt conversion trading price percentage | 70% | |||||||||||||||
Debt trading days | Integer | 20 | |||||||||||||||
Graphene Holdings LLC [Member] | Convertible Promissory Note Three [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 3% | |||||||||||||||
Debt maturity date | Mar. 09, 2021 | |||||||||||||||
Unamortized discount | 0 | 0 | ||||||||||||||
Debt instrument face amount | $ 20,000 | $ 20,754 | ||||||||||||||
Debt term | 1 year | |||||||||||||||
Debt interest rate | 3% | |||||||||||||||
Debt conversion description | 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 trading price percentage | 70% | |||||||||||||||
Debt trading days | Integer | 20 | |||||||||||||||
Tri-Bridge Ventures, LLC [Member] | Convertible Promissory Note Four [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 10% | |||||||||||||||
Debt maturity date | Jan. 20, 2022 | |||||||||||||||
Unamortized discount | 0 | 55,616 | ||||||||||||||
Debt instrument face amount | $ 150,000 | 100,000 | ||||||||||||||
Debt interest rate | 10% | |||||||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 20, 2022) 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. | |||||||||||||||
Debt conversion trading price percentage | 50% | |||||||||||||||
Debt trading days | Integer | 20 | |||||||||||||||
Accrued interest | 4,959 | |||||||||||||||
Proceeds from convertible debt | $ 100,000 | |||||||||||||||
Tri-Bridge Ventures, LLC [Member] | Convertible Promissory Note Five [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 10% | |||||||||||||||
Debt maturity date | Feb. 22, 2022 | |||||||||||||||
Unamortized discount | 0 | 129,316 | ||||||||||||||
Debt instrument face amount | $ 200,000 | 200,000 | ||||||||||||||
Debt interest rate | 10% | |||||||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 2022) at the option of the holder. The conversion price 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 (“Conversion Price”). | |||||||||||||||
Debt conversion trading price percentage | 50% | |||||||||||||||
Accrued interest | 9,918 | |||||||||||||||
Power Up Lending Group Ltd [Member] | Convertible Promissory Note Six [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt maturity date | Jun. 17, 2022 | |||||||||||||||
Unamortized discount | 0 | 66,303 | ||||||||||||||
Debt instrument face amount | $ 68,750 | $ 68,750 | ||||||||||||||
Debt term | 1 year | |||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( | |||||||||||||||
Debt trading days | Integer | 10 | |||||||||||||||
Accrued interest | $ 2,750 | |||||||||||||||
Conversion of stock, shares converted | shares | 55,000,000 | |||||||||||||||
Sixth Street Lending LLC Two [Member] | Convertible Promissory Note Seven [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt maturity date | Jan. 13, 2023 | |||||||||||||||
Unamortized discount | 0 | |||||||||||||||
Debt instrument face amount | $ 43,750 | 43,750 | ||||||||||||||
Debt term | 1 year | |||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( | |||||||||||||||
Debt trading days | Integer | 10 | |||||||||||||||
Accrued interest | 1,829 | |||||||||||||||
Sixth Street Lending LLC Two [Member] | Convertible Promissory Note Eight [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt instrument face amount | $ 43,750 | 43,750 | ||||||||||||||
Debt term | 1 year | |||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt conversion description | The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten ( | |||||||||||||||
Debt trading days | Integer | 10 | |||||||||||||||
Accrued interest | 1,618 | |||||||||||||||
Sixth Street Lending LLC One [Member] | Convertible Promissory Note Seven [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Unamortized discount | 23,613 | |||||||||||||||
Sixth Street Lending LLC Three [Member] | Convertible Promissory Note Eight [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt maturity date | Feb. 04, 2023 | |||||||||||||||
Unamortized discount | $ 26,250 | $ 0 | ||||||||||||||
Jetco Holdings, LLC [Member] | Convertible Promissory Note One [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
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 trading price percentage | 60% | |||||||||||||||
Debt trading days | Integer | 20 | |||||||||||||||
Pacific Stock Transfer Corporation [Member] | Convertible Promissory Note One [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Common stock shares reserved | shares | 10,000,000 | 10,000,000 |
SCHEDULE OF INTEREST FROM FORGI
SCHEDULE OF INTEREST FROM FORGIVENESS OF NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Total | $ 449,293 | $ 336,786 |
Default principal | 137,200 | |
Accrued default interest | 40,216 | |
Tri-Bridge Ventures, LLC [Member] | ||
Total | 29,277 | |
Clock Partners, LP [Member] | ||
Total | 3,532 | |
Valvasone Trust [Member] | ||
Total | 2,453 | |
Jody A. DellaDonna [Member] | ||
Total | 1,327 | |
Jetco Holdings, LLC [Member] | ||
Total | 300,197 | |
Graphene Holdings LLC [Member] | ||
Total | 449,293 | |
Default principal | 135,000 | |
Accrued default interest | 38,947 | |
Armada Investment Fund, LLC [Member] | ||
Default principal | 2,200 | |
Accrued default interest | $ 1,269 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Short-Term Debt [Line Items] | ||
Total derivative liability | $ 1,272,799 | $ 1,007,577 |
Convertible Promissory Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability | 1,023,744 | 548,392 |
Convertible Promissory Note Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability | 18,865 | |
Convertible Promissory Note Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability | 332,519 | |
Convertible Promissory Note Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability | 107,801 | |
Convertible Promissory Note Five [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability | $ 249,055 |
SCHEDULE OF EMBEDDED DERIVATIVE
SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Beginning balance | $ 1,007,577 | $ 1,420,455 |
Additions | 3,398,176 | |
(Gain) Loss year to date | 51,274 | (446,532) |
Change resulting from conversions and payoffs | 213,948 | (3,364,522) |
Ending balance | $ 1,272,799 | $ 1,007,577 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 12 Months Ended | |
Jun. 30, 2022 $ / shares | Jun. 30, 2021 $ / shares | |
Measurement Input, Share Price [Member] | ||
Derivative [Line Items] | ||
Share Price | $ 0.0004 | $ 0.0032 |
Measurement Input, Conversion Price [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Share Price | 0.0001 | 0.0015 |
Measurement Input, Conversion Price [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Share Price | $ 0.000122 | $ 0.0021 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input, term | 6 months | 6 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability, measurement input, term | 8 months | 1 year |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Risk free interest rate | 305.48 | 257.53 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Risk free interest rate | 392.02 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Risk free interest rate | 0.09 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Risk free interest rate | 0.05 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Risk free interest rate | 0.34 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Apr. 29, 2022 | Mar. 15, 2022 | Mar. 03, 2022 | Feb. 15, 2022 | Jan. 18, 2022 | Jan. 03, 2022 | Dec. 29, 2021 | Dec. 28, 2021 | Dec. 22, 2021 | Dec. 21, 2021 | Dec. 17, 2021 | Dec. 16, 2021 | Dec. 15, 2021 | Dec. 14, 2021 | Dec. 13, 2021 | Nov. 17, 2021 | Oct. 18, 2021 | Mar. 15, 2021 | Mar. 02, 2021 | Feb. 22, 2021 | Jan. 21, 2021 | Jan. 19, 2021 | Jan. 14, 2021 | Dec. 22, 2020 | Dec. 13, 2020 | Nov. 25, 2020 | Sep. 22, 2020 | Jun. 12, 2019 | Mar. 31, 2021 | Feb. 15, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2019 | Jun. 28, 2001 | Apr. 26, 2001 | Feb. 15, 2000 | Sep. 30, 1999 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 13,785,662,319 | 14,680,293,609 | |||||||||||||||||||||||||||||||||||
Number of shares returned | 390,000,000 | ||||||||||||||||||||||||||||||||||||
Shares declared as void | 2,991,000,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 40,000 | ||||||||||||||||||||||||||||||||||||
Noteholder 8 [Member] | June 17, 2021 Note [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 68,750 | ||||||||||||||||||||||||||||||||||||
Noteholder 8 [Member] | June 17, 2021 Note [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 2,750 | ||||||||||||||||||||||||||||||||||||
Noteholder Thirteen [Member] | July 12, 2021 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,950 | ||||||||||||||||||||||||||||||||||||
Noteholder Thirteen [Member] | July 12, 2021 [Member] | Principal Amount [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 48,750 | ||||||||||||||||||||||||||||||||||||
Noteholder Sixteen [Member] | September 9, 2021 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,950 | ||||||||||||||||||||||||||||||||||||
Noteholder Sixteen [Member] | September 9, 2021 [Member] | Principal Amount [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 48,750 | ||||||||||||||||||||||||||||||||||||
Noteholder Seventeen [Member] | October 27, 2021 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 1,550 | ||||||||||||||||||||||||||||||||||||
Noteholder Seventeen [Member] | October 27, 2021 [Member] | Principal Amount [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 38,750 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 126,674,824 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 456,029 | ||||||||||||||||||||||||||||||||||||
Noteholder 1 [Member] | December 17, 2019 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 40,070,137 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 144,252 | ||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | 16,500 | ||||||||||||||||||||||||||||||||||||
Interest expenses | $ 3,535 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 1 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 135,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 2 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 60,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 150,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 3 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 125,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 4 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 66,700,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 173,420 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 5 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 124,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 6 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 33,333,333 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 73,333 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 7 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 66,700,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 133,400 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder 8 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 55,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 110,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Nine [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 90,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Ten [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 66,700,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 113,390 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Eleven [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 66,700,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 120,060 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Twelve [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 90,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Thirteen [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 55,108,596 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 93,685 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Fourteen [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 500,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 650,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Fifteen [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 600,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 780,000 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Sixteen [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 163,548,387 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 81,774 | ||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | Noteholder Seventeen [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value, shares | 335,833,333 | ||||||||||||||||||||||||||||||||||||
Common stock issued at fair market value | $ 67,167 | ||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
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 Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
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 Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
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 Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
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 Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock par value | $ 0.01 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 3 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 3 | 3 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 3 | 3 | |||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 276 | 255 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 276 | 255 | |||||||||||||||||||||||||||||||||||
Debt conversion, 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. | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | November 30, 2019 Note [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 50 | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | June 3, 2018 Note [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 130,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 26 | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | June 29, 2018 Note [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 40,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 8 | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | Sole Officer And Director [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 21 | 40 | 18 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,028,030,000 | ||||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 890,000,000 | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | Two Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 100 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 500,000 | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | Consultant 1 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 50 | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | Non-affiliate [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3 | ||||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 150,000,000 | ||||||||||||||||||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 13,785,662,319 | 14,680,293,609 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 13,785,662,319 | 14,680,293,609 | |||||||||||||||||||||||||||||||||||
Common Class B [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 0 | 0 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 0 | 0 | |||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 1 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 596,785,387 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 59,679 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 29,839 | ||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 2 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 637,526,342 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 63,753 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 31,876 | ||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 3 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 669,338,906 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 200,802 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 33,467 | ||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 4 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 702,738,918 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 281,096 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 35,137 | ||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 5 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 500,000,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 900,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 20,000 | ||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 6 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 300,000,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 42,000 | ||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 7 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 194,610,447 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,264,968 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 1,946 | ||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | Noteholder 8 [Member] | |||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 150,000,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,710,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument penalties | $ 1,946 |
SCHEDULE OF PROVISION (BENEFIT)
SCHEDULE OF PROVISION (BENEFIT) FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 21% and 21%, respectively | $ (268,446) | $ (888,019) |
Non-deductible stock-based compensation | 35,767 | |
Non-deductible loss (nontaxable income) from derivative liability | 10,768 | (91,628) |
Non-deductible default principle | 4,700 | 28,812 |
Non-deductible loss on issuance of convertible nots | 45,652 | 579,479 |
Non-deductible amortization of debt discounts | 89,276 | 176,636 |
Impairment of goodwill | 99,398 | 99,398 |
Forgiveness of debt and accrued interest | (94,352) | (70,725) |
Increase (decrease) in Valuation allowance | 113,004 | 130,280 |
Provision for (benefit from) income taxes |
SCHEDULE OF PROVISION (BENEFI_2
SCHEDULE OF PROVISION (BENEFIT) FOR INCOME TAXES (Details) (Parenthetical) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 21% | 21% | 35% |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Unpaid accrued officer and director compensation | ||
Net operating loss carry-forwards | 451,785 | 30,128,849 |
Valuation allowance | (451,785) | (30,128,849) |
Net non-current deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2017 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Effective tax rate | 21% | 21% | 35% |
Deferred tax asset | |||
Valuation allowance percentage | 100% | ||
Income tax description | The Company will continue to review this valuation allowance and make adjustments as appropriate. $28,980,000 of the net operating loss carryforward expired in the year 2022. | ||
Officer and Director [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Deferred tax asset | $ 451,785 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Feb. 01, 2022 | Jul. 02, 2021 | Jan. 26, 2018 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Agreement description | the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a “success fee” | |||||
Officers compensation | $ 328,237 | $ 80,000 | ||||
Jimmy Wayne Anderson [Member] | Board of Directors Service Agreement [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Agreement description | On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced with the third calendar quarter of 2021 (first fiscal quarter of 2022). | 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 | ||||
Officers compensation | $ 20,000 | $ 10,000 | $ 20,000 | |||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 10,000 | |||||
Officers one time bonus | $ 50,000 |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 166,444,337 | $ 165,166,022 |
Net Cash Provided by (Used in) Operating Activities | 484,410 | 141,564 |
Net Cash Provided by (Used in) Operating Activities | $ (484,410) | $ (141,564) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Aug. 08, 2022 | Jul. 15, 2022 | Jul. 14, 2022 |
Noteholder 1 [Member] | January 13, 2022 [Member] | |||
Subsequent Event [Line Items] | |||
Common stock issued at fair market value, shares | 111,111,111 | ||
Common stock issued at fair market value | $ 33,333 | ||
Debt conversion, value | $ 20,000 | ||
Noteholder 2 [Member] | January 13, 2022 [Member] | |||
Subsequent Event [Line Items] | |||
Common stock issued at fair market value, shares | 212,500,000 | ||
Common stock issued at fair market value | $ 63,750 | ||
Debt conversion, value | 23,750 | ||
Interest expense | $ 1,750 | ||
Noteholder 3 [Member] | February 4, 2022 [Member] | |||
Subsequent Event [Line Items] | |||
Common stock issued at fair market value, shares | 379,166,667 | ||
Common stock issued at fair market value | $ 113,750 | ||
Debt conversion, value | 43,750 | ||
Interest expense | $ 1,750 |