Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Oct. 06, 2020 | Dec. 31, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | HEALTHCARE SOLUTIONS MANAGEMENT GROUP, INC. | ||
Entity Central Index Key | 0001418115 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jun. 30, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Common Stock Shares Outstanding | 127,333,060 | ||
Entity Public Float | $ 534,798 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
CURRENT ASSETS | ||
Cash | $ 211 | $ 238 |
Total current assets | 211 | 238 |
TOTAL ASSETS | 211 | 238 |
CURRENT LIABILITIES | ||
Accounts payable | 88,064 | 95,970 |
Notes payable | 215,323 | 215,323 |
Notes payable related parties | 4,001,267 | 4,001,267 |
Receiver certificate | 65,000 | 65,000 |
Accrued interest payable | 15,261 | 8,761 |
Total current liabilities | 4,384,915 | 4,386,321 |
Total liabilities | 4,384,915 | 4,386,321 |
Commitments and Contingencies | 0 | 0 |
STOCKHOLDERS DEFICIT | ||
Common stock, $0.001 12,733,306 shares issued and outstanding as of June 30, 2020 and June 30, 2019 | 12,733 | 12,733 |
Paid in capital | 8,677,939 | 8,677,939 |
Retained earning deficit | (13,075,376) | (13,076,755) |
Total stockholders deficit | (4,384,704) | (4,386,083) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 211 | $ 238 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2017 |
Consolidated Balance Sheets | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 12,733,306 | 12,733,306 | |
Common stock, shares outstanding | 12,733,306 | 12,733,306 | 17,838,306 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Consolidated Statements of Operations | ||
Sales | $ 0 | $ 0 |
Operating expenses: | ||
Bank services charges | 194 | 114 |
Legal fees | 460 | |
Administrative expense | 2,106 | |
Professional fees | 3,555 | 8,838 |
Stock transfer fees | 3,414 | 6,294 |
Total operating expenses | 7,163 | 17,812 |
Income (loss) from operations | (7,163) | (17,812) |
Other income (expense) | ||
Interest income (expense), net | (6,500) | (6,482) |
Miscellanous income | 15,042 | 1,950 |
Total other income (expense) | 8,542 | (4,532) |
Income (loss) before income taxes | 1,379 | (22,344) |
Provision for income taxes (benefit) | 0 | 0 |
Net income (loss) | $ 1,379 | $ (22,344) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: | ||
Basic and diluted | 12,733,306 | 12,733,306 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Balance, shares at Jun. 30, 2018 | 12,733,306 | |||
Balance, amount at Jun. 30, 2018 | $ (4,363,739) | $ 12,733 | $ 8,677,939 | $ (13,054,411) |
Net income (loss) | (22,344) | (22,344) | ||
Balance, shares at Jun. 30, 2019 | 12,733,306 | |||
Balance, amount at Jun. 30, 2019 | (4,386,083) | $ 12,733 | 8,677,939 | (13,076,755) |
Net income (loss) | 1,379 | 1,379 | ||
Balance, shares at Jun. 30, 2020 | 12,733,306 | |||
Balance, amount at Jun. 30, 2020 | $ (4,384,704) | $ 12,733 | $ 8,677,939 | $ (13,075,376) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ 1,379 | $ (22,344) |
Changes in operating assets and liabilities: | ||
Accounts payable | (7,906) | 11,017 |
Accrued interest | 6,500 | 6,481 |
Net cash provided by (used in) operating activities | (27) | (4,846) |
Cash flows from investing activities: | ||
Net cash provided by (used in) investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Net cash provided by (used in) financing activities | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (27) | (4,846) |
Cash and cash equivalents at beginning of period | 238 | 5,084 |
Cash and cash equivalents at end of period | 211 | 238 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 12 Months Ended |
Jun. 30, 2020 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
NOTE - 1 ORGANIZATION AND BUSINESS BACKGROUND | Healthcare Solutions Management Group, Inc. (“the “Company”) f/k/a Verity Corporation is the parent of Verity Farms II, Inc. (“Verity Farms II”) and Aistiva Corporation (“Aistiva”) (f/k/a AquaLiv, Inc.). Verity Farms II was dedicated to providing consumers with safe, high-quality and nutritious food sources through sustainable crop and livestock production. Aistiva has released products in the industries of water treatment, skincare, and agriculture. Aistiva was primarily known for the AquaLiv Water System product which also produces the majority of its revenue and blends well with the Verity Water systems. In February 2016, all the Company’s officers resigned, and Company stopped substantially all operating activities. On May 16, 2016, pursuant to Case Number A-16-733815-B, Nevada’s 8 th On March 22, 2018, the Nevada Court approved a plan of reorganization that involved authorizing the cancellation of all preferred shares of Verity Corp, the cancellation of certain insider shares, a reverse stock split up to a maximum of 200-1, and a reorganization that would place the liquidation of Verity Corp’s assets under a liquidating trustee while maintaining the public, purchasers for value with equity in the surviving entity. Once the reorganization is completed the Receiver will be discharged. On June 14, 2019, Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), and Healthcare Solutions Holdings, Inc. (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity (the “Merger”). The closing of the Merger will take place on the third business day following the satisfaction or waiver (by the party for whose benefit the condition exists) of the closing conditions in the Merger Agreement or on such other date and at such other time and place as the parties agree in writing. Upon effectiveness of the Merger, (i) HSH’s certificate of incorporation will be the certificate of incorporation of the surviving company, and (ii) HSH’s bylaws will be the bylaws of the surviving company. In addition, upon the effectiveness of the Merger, HSH’s directors immediately prior to effectiveness of the Merger will be the directors of the surviving corporation. Accordingly, at the Closing, the Company’s current sole director will elect Justin Smith, Jonathan Loutzenhiser and Dr. Charles Balaban as members of the Company’s board of directors, and then the current sole director shall resign. Also, upon effectiveness of the Merger, HSH’s officers immediately prior to effectiveness of the Merger will be the directors of the surviving company. The aggregate merger consideration to be paid to the holders of the HSH common stock in the merger will be an aggregate number of shares of the Company’s common stock constituting 90% of the issued and outstanding shares of Company common stock immediately following the Closing, assuming issuance of the Receiver Shares (as hereinafter defined). At the effective time of the Merger, each share of HSH common stock issued and outstanding immediately prior to the effective time (other than shares canceled as provided in the Merger Agreement, if any), will be converted into shares of Company common stock, at an exchange rate as required to cause the number of shares of Company common stock issued to the holders of the HSH common stock to be 90% of the issued and outstanding shares of the Company common stock immediately following the Closing, assuming issuance of the Receiver Shares, which is currently expected to result in an exchange ratio of 127.33306 shares of Company common stock per share of HSH common stock (as ultimately so determined, the “Exchange Ratio”), with any fractional shares of Company common stock being rounded to the nearest whole share of Company common stock. The Exchange Ratio will be finally determined by the parties to the Merger Agreement prior to the Closing. As consideration for the services of Robert Stevens and his team, who has acted as the court-appointed receiver for the Company and its predecessor and affiliated entities, in the Merger Agreement the Company agreed that, immediately prior to the Closing, the Company will issue to certain parties as directed by Mr. Stevens a total number of shares of Company common stock equal to 90% of the issued and outstanding shares of Company common stock immediately prior to the Closing, which will therefore constitute 9% of the issued and outstanding shares of Company common stock immediately following the Closing (the “Receiver Shares”). The Receiver Shares were issued on August 27, 2020 and consisted of a total of 114,599,754 shares of Company common stock. The completion of the Merger is subject to certain customary closing conditions, including that HSH will have provided to the Company HSH’s audited and unaudited financial statements as required to be included in the Company’s filings with the Securities and Exchange Commission. The Merger Agreement is not subject to a financing condition. The parties have made customary representations, warranties, and covenants in the Merger Agreement. The Merger Agreement also contains a customary “no-shop” covenant prohibiting the Company from soliciting proposals for alternative acquisition or providing information or participating in any discussions in connection with any such proposals. The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Merger Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Merger Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Merger Agreement contains certain termination rights that may be exercised by the Company or HSH, as applicable, including in the event that (i) both parties agree by mutual written consent to terminate the Merger Agreement, (ii) the Merger is not consummated by July 30, 2019, or (iii) any law or order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger having become final and non-appealable. On August 25, 2020, the parties to the merger agreement entered into amendment no. 1 (the “Amendment”) to the Merger Agreement pursuant to which the date provided to consummate the Merger Agreement was extended from July 30, 2019 to September 30, 2020. Further, pursuant to the Amendment, the Company and HSH agreed to reasonably cooperate to terminate the engagement of the Company’s prior registered agent in Nevada, with the costs related thereto to be paid by HSH. Further, pursuant to the Amendment, the Company agreed to issue the Receiver Shares as required by the Merger Agreement in book entry within 10 days of August 25, 2020. The Receiver Shares were issued on August 27, 2020 and consisted of a total of 114,599,754 shares of Company common stock. As of the date of this Report the Merger has not been consummated; and neither HSH nor the Company has exercised its termination rights. The Company is currently in discussions with HSH to extend the date provided to consummate the Merger Agreement from September 30, 2020 to a later date, however there can be no assurances that such discussions will be successful. The Company believes the Merger will be consummated, however, there can be no assurances. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting. Use of Estimates In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivables, and liabilities and the estimation on useful lives of property, and plant and equipment. Actual results could differ from these estimates. Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company and subsidiaries have been eliminated upon consolidation. Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of the accounts receivables collectibles. Judgment is required in assessing the amount of the allowance. The Company considers the historical level of credit losses and applies percentages to different receivables categories. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required. Revenue Recognition The Company derives revenues from the sale of agricultural products, animal feeds, consulting services, and various water units. The Company’s sales arrangements are not subject to warranty. On July 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after July 1, 2018, are presented under ASC 606, while prior period amounts were reported in accordance with our historic accounting under ASC 605. The Company has not recorded any revenue since 2016 so the transition to ASC 606 had no impact on our financial statements. Cost of Goods Sold Cost of goods sold consists primarily of material costs which are directly attributable to the manufacture of products, to the products held for resale and to the provision of services. Income Taxes The Company adopts the ASC Topic 740, “Income Taxes “ regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties, and interest, accounting in interim periods and disclosure. For the years ended June 30, 2020, and 2019, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2020, and 2019, the Company did not have any significant unrecognized uncertain tax positions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits or that future deductibility is uncertain. Professional Fees With the exception of legal fees, substantially all professional fees expensed by the Company subsequent to the appointment of the court-appointed Receiver, represent hours of work performed by him to help the Company emerge from receivership by obtaining external financing. The fees are a liability of the Company and are expensed as incurred. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the Related parties include a). affiliates of the Company; b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d). principal owners of the Company; e). management of the Company; f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include a). the nature of the relationship(s) involved; b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows. Subsequent Events The Company adopted FASB Accounting Standards Codification 855 “Subsequent Events” (“ASC 855”) to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued. Recently issued accounting standards The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jun. 30, 2020 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | The Company is currently in receivership. The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On June 30, 2020, the Company had a retained deficit of $13,075,376 and current liabilities in excess of current assets by $4,384,704. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s continuation as a going concern is solely dependent upon the Receiver’s ability to raise financing from third parties. There is no assurance that the Company will be successful in doing so. |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2020 | |
DEBT | |
NOTE 4 - DEBT | The following tables set forth the components of the Company’s, debt as of June 30, 2020, and June 30, 2019: June 30, 2020 June 30, 2019 Notes payable $ 215,323 $ 215,323 Real estate loans $ 4,001,267 $ 4,001,267 Receiver loan $ 65,000 $ 65,000 The Notes payable and the real estate loans are unsecured and due to a former director and officer of the Company. As a result of the court order in Nevada in March 2018, no interest can be accrued on this debt. In February 2018, the Company obtained a Receiver’s Note for $65,000 which accrues interest at a rate of 10%. As of June 30, 2020, there was $15,261 in accrued interest due and payable on the Receiver Note. The Receiver expects to discharge the Notes Payable and Real Estate Loans with no further liability to the Company, prior to consummating the Merger Agreement referenced throughout this Report. There can be no assurance the Receiver will be successful in discharging this debt. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | The Company is under the control of the court-appointed Receiver who is considered a related party. During the years ended June 30, 2020 and 2019, the Receiver incurred $3,555 and $8,838 in professional fees in managing the Company. Additionally the Receiver has extended a $65,000 loan to the Company which bears interest at 10%. The Company believes these services and loans are at market rate. On August 25, 2020, the parties to the Merger Agreement entered into amendment no. 1 (the “Amendment”) to the Merger Agreement pursuant to which, amongst other things, the Company agreed to issue the Receiver Shares as required by the Merger Agreement in book entry within 10 days of August 25, 2020. The Receiver Shares were issued on August 27, 2020 and consisted of a total of 114,599,754 shares of Company common stock, 38,199,918 of which were issued to Thistle Investments LLC. The 38,199,918 shares were valued at $0.027 per share, which was the closing price of the Company’s Common stock on August 25, 2020. Jodi Stevens is the Manager of Thistle Investments LLC and has the power to vote and dispose of the shares held by Thistle Investments LLC. Jodi Stevens is the spouse of the Receiver, Robert Stevens and as such is considered a related party. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 12 Months Ended |
Jun. 30, 2020 | |
SHAREHOLDERS EQUITY | |
NOTE 6 - SHAREHOLDERS' EQUITY | The Company has 1,000,000,000 common shares authorized at a par value of $0.001. On June 30, 2017, the Company had the following shares of Preferred Stock outstanding: Series A 331,618 shares Series B 4,300,000 shares Series C 51 shares Pursuant to a Court order in March 2018, all of these preferred shares were canceled, and the amount of outstanding common shares were reduced from 17,838,306 shares outstanding as of June 30, 2017, to 12,733,306 shares outstanding as of June 30, 2020, and June 30, 2019. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2020 | |
INCOME TAXES | |
NOTE 7 - INCOME TAXES | Due to the historical operating losses, the inability to recognize an income tax benefit, and the failure to file tax returns for numerous years, there is no provision for current or deferred federal or state income taxes for the period from inception through the period ended June 30, 2020. As of June 30, 2020, the Company had a retained earnings deficit of $13,075,376, however, the amount of that loss that could be carried forward to offset future taxes is indeterminable. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | As of June 30, 2020, and 2019, the Company had no contractual commitments, |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 9 - SUBSEQUENT EVENTS | In accordance with ASC 855-10 management has performed an evaluation of subsequent events from June 30, 2020, through the date the financial statements were available to be issued and noted the following item requiring disclosure: On August 25, 2020, the parties to the merger agreement entered into amendment no. 1 (the “Amendment”) to the Merger Agreement pursuant to which the date provided to consummate the Merger Agreement was extended from July 30, 2019 to September 30, 2020. Further, pursuant to the Amendment, the Company and HSH agreed to reasonably cooperate to terminate the engagement of the Company’s prior registered agent in Nevada, with the costs related thereto to be paid by HSH. Further, pursuant to the Amendment, the Company agreed to issue the Receiver Shares as required by the Merger Agreement in book entry within 10 days of August 25, 2020. The Receiver Shares were issued on August 27, 2020 and consisted of a total of 114,599,754 shares of Company common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting. |
Use of Estimates | In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivables, and liabilities and the estimation on useful lives of property, and plant and equipment. Actual results could differ from these estimates. |
Basis of Consolidation | The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company and subsidiaries have been eliminated upon consolidation. |
Cash and Cash Equivalents | Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Accounts Receivable | Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of the accounts receivables collectibles. Judgment is required in assessing the amount of the allowance. The Company considers the historical level of credit losses and applies percentages to different receivables categories. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required. |
Revenue Recognition | The Company derives revenues from the sale of agricultural products, animal feeds, consulting services, and various water units. The Company’s sales arrangements are not subject to warranty. On July 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after July 1, 2018, are presented under ASC 606, while prior period amounts were reported in accordance with our historic accounting under ASC 605. The Company has not recorded any revenue since 2016 so the transition to ASC 606 had no impact on our financial statements. |
Cost of Goods Sold | Cost of goods sold consists primarily of material costs which are directly attributable to the manufacture of products, to the products held for resale and to the provision of services. |
Income Taxes | The Company adopts the ASC Topic 740, “Income Taxes “ regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties, and interest, accounting in interim periods and disclosure. For the years ended June 30, 2020, and 2019, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2020, and 2019, the Company did not have any significant unrecognized uncertain tax positions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits or that future deductibility is uncertain. |
Professional Fees | With the exception of legal fees, substantially all professional fees expensed by the Company subsequent to the appointment of the court-appointed Receiver, represent hours of work performed by him to help the Company emerge from receivership by obtaining external financing. The fees are a liability of the Company and are expensed as incurred. |
Related Parties | The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the Related parties include a). affiliates of the Company; b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d). principal owners of the Company; e). management of the Company; f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include a). the nature of the relationship(s) involved; b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies | The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows. |
Subsequent Events | The Company adopted FASB Accounting Standards Codification 855 “Subsequent Events” (“ASC 855”) to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued. |
Recently issued accounting standards | The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations. |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
DEBT | |
Schedule of debt | June 30, 2020 June 30, 2019 Notes payable $ 215,323 $ 215,323 Real estate loans $ 4,001,267 $ 4,001,267 Receiver loan $ 65,000 $ 65,000 |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) | 1 Months Ended | 12 Months Ended |
May 03, 2016 | Jun. 30, 2020shares | |
Creditors required to pay | Creditors were required to provide claims in writing under oath on or before November 3, 2016, or they will be barred under NRS §78.675”. | |
HSH [Member] | Merger Agreement [Member] | ||
Exchange ratio of common stock per share | 127.33306 | |
Common stock, shares issued and outstanding | 90.00% | |
Robert Stevens [Member] | ||
Common stock, shares issued and outstanding | 90.00% | |
Agreement description | Company common stock equal to 90% of the issued and outstanding shares of Company common stock immediately prior to the Closing, which will therefore constitute 9% of the issued and outstanding shares of Company common stock immediately following the Closing (the “Receiver Shares”) | |
Receiver Shares | 114,599,754 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
GOING CONCERN | ||
Retained earning deficit | $ (13,075,376) | $ (13,076,755) |
Excess of current liabilities over current assets | $ 4,384,704 |
DEBT (Details)
DEBT (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
DEBT | ||
Notes payable | $ 215,323 | $ 215,323 |
Real estate loans | 4,001,267 | 4,001,267 |
Receiver loan | $ 65,000 | $ 65,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 12 Months Ended |
Jun. 30, 2020USD ($) | |
DEBT | |
Accrues interest, Percentage | 10.00% |
Receiver's Note | $ 65,000 |
Accrued interest , amount | $ 15,261 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 25, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Loans payable | $ 65,000 | ||
Interest rate of loans | 10.00% | ||
Professional fees | $ 3,555 | $ 8,838 | |
Common stock, shares issued | 12,733,306 | 12,733,306 | |
Subsequent Event [Member] | Merger Agreement [Member] | |||
Receiver Shares | 114,599,754 | ||
Merger agreement description | Merger Agreement pursuant to which, amongst other things, the Company agreed to issue the Receiver Shares as required by the Merger Agreement in book entry within 10 days of August 25, 2020. | ||
Thistle Investments LLC [Member] | |||
Common stock, shares issued | 38,199,918 | ||
Common stock, par value | $ 0.027 |
SHAREHOLDERS EQUITY (Details)
SHAREHOLDERS EQUITY (Details) | Jun. 30, 2017shares |
Preferred Stock Series A [Member] | |
Preferred stock, shares outstanding | 331,618 |
Preferred Stock Series B [Member] | |
Preferred stock, shares outstanding | 4,300,000 |
Preferred Stock Series C [Member] | |
Preferred stock, shares outstanding | 51 |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2017 |
SHAREHOLDERS EQUITY | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,000,000,000 | ||
Common stock, shares outstanding | 12,733,306 | 12,733,306 | 17,838,306 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
INCOME TAXES | ||
Retained earnings deficit | $ (13,075,376) | $ (13,076,755) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Merger Agreement [Member] | 1 Months Ended |
Aug. 25, 2020shares | |
Receiver Shares | 114,599,754 |
Merger agreement description | Merger Agreement pursuant to which, amongst other things, the Company agreed to issue the Receiver Shares as required by the Merger Agreement in book entry within 10 days of August 25, 2020. |