Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Oct. 08, 2018 | Dec. 29, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | GROW CONDOS, INC. | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,448,558 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Common Stock, Shares Outstanding | 96,621,408 | ||
Entity Public Float | $ 8,389,277 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, Date of Incorporation | Oct. 22, 1999 | ||
Trading Symbol | grwc | ||
Contained File Information, File Number | 000-53548 | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 722 W. Dutton Road | ||
Entity Address, City or Town | Eagle Point | ||
Entity Address, State or Province | OR | ||
Entity Address, Postal Zip Code | 97,524 | ||
City Area Code | (541) | ||
Local Phone Number | 879-0504 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
CURRENT ASSETS: | ||
Cash | $ 13,891 | $ 30,067 |
Lease receivable, net of allowance for doubtful accounts | 2,440 | 89 |
Prepaid expenses | 5,681 | 16,790 |
Assets held for sale | 326,629 | 0 |
Due from related party | 40,268 | 0 |
Total Current Assets | 388,909 | 46,946 |
Property and Equipment, net | 1,742,149 | 1,765,691 |
Assets held for sale | 0 | 326,629 |
Other assets | 6,150 | 26,006 |
Deposits | 2,823 | 2,823 |
Total Assets | 2,140,031 | 2,168,095 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,031 | 19,236 |
Accrued liabilities | 612,020 | 588,903 |
Advances from related parties | 105,000 | 100,000 |
Convertible notes payable, net of discount | 0 | 514,264 |
Short term mortgages | 902,710 | 827,322 |
Liability held for sale | 250,868 | 15,000 |
Current portion of mortgage loans payable | 7,926 | 26,265 |
Total Current Liabilities | 1,883,555 | 2,090,990 |
Liability held for sale | 0 | 252,129 |
Mortgage loans payable, net of current portion | 605,922 | 703,676 |
Other liabilities | 79,100 | 52,500 |
Total Non-Current Liabilities | 685,022 | 1,008,305 |
TOTAL LIABILITIES | 2,568,577 | 3,099,295 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 94,204,741 and 30,795,375 issued, issuable and outstanding at June 30, 2018 and 2017 respectively. | 94,205 | 30,795 |
Additional paid-in capital | 44,813,485 | 41,891,602 |
Accumulated deficit | (45,336,236) | (42,853,597) |
Total stockholders' deficit | (428,546) | (931,200) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,140,031 | $ 2,168,095 |
CONSOLIDATED BALANCE SHEET (PAR
CONSOLIDATED BALANCE SHEET (PARENTHETICAL) - $ / shares | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 94,204,741 | 30,795,375 |
Common Stock, shares outstanding | 94,204,741 | 30,795,375 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
Net revenues | $ 330,850 | $ 143,441 |
Operating expenses | ||
Cost of revenues | 80,034 | 12,755 |
General and administrative | 469,777 | 500,092 |
Sales and marketing | 717 | 226,087 |
Professional fees | 86,506 | 137,214 |
Stock based compensation | 1,134,315 | (5,936) |
Depreciation, amortization and impairment | 61,535 | 125,991 |
Total operating expenses | 1,832,884 | 996,203 |
Income (Loss) from operations | (1,502,034) | (852,762) |
Other income (expense): | ||
Gain on cancellation of purchase option | 25,900 | 0 |
Interest expense | (1,006,505) | (762,093) |
Total other income (expense), net | (980,605) | (762,093) |
Net income (loss) | $ (2,482,639) | $ (1,614,855) |
Basic and diluted net loss per common share | $ (0.03) | $ (0.05) |
Weighted average shares outstanding used in completing basic and diluted net loss per common share | 75,233,420 | 29,903,599 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Equity Balance, beginning of period, Value at Jun. 30, 2016 | $ 28,821 | $ 40,781,971 | $ (41,238,742) | $ (427,950) |
Equity Balance, beginning of period, Shares at Jun. 30, 2016 | 28,821,288 | |||
Exercise of options, Value | $ 1,000 | 399,000 | 400,000 | |
Exercise of options, Shares | 1,000,000 | |||
Revaluation of consultant options upon vesting | (32,017) | (32,017) | ||
Shares issued due to conversion of convertible notes and unpaid interest, Value | $ 902 | 224,639 | 225,541 | |
Shares issued due to conversion of convertible notes and unpaid interest, Shares | 902,163 | |||
Private placements, Value | 0 | |||
Shares issued to non-employee for services, Value | $ 8 | 7,192 | 7,200 | |
Shares issued to non-employee for services, Shares | 7,500 | |||
Shares issued to Officers and Directors, Value | $ 14 | 18,867 | 18,881 | |
Shares issued to Officers and Directors, Shares | 14,424 | |||
Beneficiary conversion feature associated with convertible notes | 440,000 | 440,000 | ||
Shares issued as part of purchase price for property acquisition, Value | $ 50 | 51,950 | $ 52,000 | |
Shares issued as part of purchase price for property acquisition, Shares | 50,000 | 50,000 | ||
Net income/(loss) | (1,614,855) | $ (1,614,855) | ||
Equity Balance, end of period, Value at Jun. 30, 2017 | $ 30,795 | 41,891,602 | (42,853,597) | (931,200) |
Equity Balance, end of period, Shares at Jun. 30, 2017 | 30,795,375 | |||
Stock settled debt upon default | 110,000 | 110,000 | ||
Shares issued due to conversion of convertible notes and unpaid interest, Value | $ 44,011 | 1,037,635 | 1,081,646 | |
Shares issued due to conversion of convertible notes and unpaid interest, Shares | 44,010,791 | |||
Private placements, Value | $ 6,400 | 225,600 | 232,000 | |
Private placements, Shares | 6,400,000 | |||
Conversion of advances from related party into stock, Value | $ 1,333 | 292,000 | 293,333 | |
Conversion of advances from related party into stock, Shares | 1,333,333 | |||
Conversion of accrued payroll into stock - related parties, Value | $ 4,467 | 981,867 | 986,334 | |
Conversion of accrued payroll into stock - related parties, Shares | 4,466,667 | |||
Shares issued to non-employee for services, Value | $ 2,620 | 100,979 | 103,599 | |
Shares issued to non-employee for services, Shares | 2,620,228 | |||
Shares issued to Officers and Directors, Value | $ 4,579 | 173,802 | 178,381 | |
Shares issued to Officers and Directors, Shares | 4,579,148 | |||
Shares issued as part of purchase price for property acquisition, Value | 0 | |||
Net income/(loss) | (2,482,639) | (2,482,639) | ||
Equity Balance, end of period, Value at Jun. 30, 2018 | $ 94,205 | $ 44,813,485 | $ (45,336,236) | $ (428,546) |
Equity Balance, end of period, Shares at Jun. 30, 2018 | 94,205,542 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (2,482,639) | $ (1,614,855) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment expense | 61,535 | 125,991 |
Non-cash interest | 930,715 | 655,898 |
Stock based compensation | 1,134,315 | (5,936) |
Gain on cancellation of property purchase option | (25,900) | 0 |
Changes in operating assets and liabilities: | ||
Lease receivable | (69,565) | (10) |
Prepaid expenses and other assets | 30,965 | (2,375) |
Accounts payable, trade | (14,205) | 16,236 |
Accrued expenses | 224,330 | 291,301 |
Other liabilities | 0 | 200 |
Net cash used (provided) in operating activities | (210,449) | (533,550) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from purchase option on property | 52,500 | 32,000 |
Purchase of property, plant, and equipment | (37,993) | (300,107) |
Due from related party | (40,268) | 0 |
Net cash used by investing activities | (25,761) | (268,107) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of mortgages | (40,705) | (36,849) |
Proceeds from convertible notes | 0 | 440,000 |
Proceeds from (repayments to) related party advances | 45,000 | (15,575) |
Proceeds from exercise of options | 0 | 400,000 |
Proceeds from private placement | 232,000 | 0 |
Net cash (used) provided by financing activities | 236,295 | 787,576 |
CASH FLOWS FROM DISCOUNTED OPERATIONS: | ||
Operating activities | 0 | 0 |
Investing activities | 0 | 0 |
Financing activities | (16,261) | 0 |
Net cash (used) provided by discontinued activities | (16,261) | 0 |
Net increase (decrease) in cash | (16,176) | (14,081) |
Cash at beginning of period | 30,067 | 44,148 |
Cash at the end of the period | 13,891 | 30,067 |
Supplemental disclosure of cash flow information: | ||
Cash paid for Interest | 98,890 | 56,735 |
Cash paid for income taxes | 0 | 0 |
Non-cash Investing and Financing Activities: | ||
Conversion of debt and accrued interest into common stock | 1,191,470 | 225,541 |
Shares issued for acquisition of property | 0 | 52,000 |
Beneficial conversion feature discount recorded | 253,333 | 440,000 |
Stock settled debt liability | 0 | 350,000 |
Stock settled payroll liability | 134,000 | 0 |
Stock settled advances from related party | 40,000 | 0 |
Seller financing of real estate | 0 | 625,000 |
Cancellation of related party rents as payment of accrual payroll | $ 67,214 | $ 0 |
Note 1 - Organization and Summa
Note 1 - Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 1 - Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Nature of the Corporation: Grow Condos, Inc. ("GCI" or the "Company") (f/k/a Fanatic Fans Inc. and Calibrus, Inc.) was incorporated on October 22, 1999, in the State of Nevada. Our wholly owned subsidiary, WCS Enterprises, Inc. (“WCS”) is an Oregon limited liability company which was formed on September 9, 2013 with operations beginning in October 2013. WCS is a real estate purchaser, developer and manager of specific use industrial properties providing "Condo" style turn-key aeroponics grow facilities to support cannabis farmers. WCS intends to own, lease, sell and manage multi- tenant properties so as to reduce the risk of ownership and reduce costs to tenants and owners. Our wholly owned subsidiary, Smoke on the Water, Inc. was incorporated on October 21, 2016, in the State of Nevada. Smoke on the Water is focused on acquiring properties in the RV and campground rental industry. On March 7, 2017, Smoke on the Water, Inc. executed a Real Estate Purchase Agreement to acquire the Lake Selmac Resort located at 2700 Lakeshore Drive, Selma, Oregon (see Note 3 below). On June 22, 2018, the Board of Directors of the Company approved an amendment to our articles of incorporation to increase our authorized capital to 180,000,000 shares, consisting of 175,000,000 shares of common stock and 5,000,000 shares of preferred stock (the “Recapitalization”) and to change the name of the Company to Grow Captial Inc. The Company filed articles of amendment with the State of Nevada to effect the aforementioned changes on July 10, 2018 and August 28, 2018 respectively. The Company has submitted application to the Financial Industry Regulatory Authority ("FINRA") for approval of the above noted corporate actions. Basis of Presentation: The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Consolidation These consolidated financial statements include the accounts of Grow Condos, Inc., and its wholly-owned subsidiaries, WCS, Enterprises, LLC and Smoke on the Water, Inc. as of June 30, 2018. All significant intercompany accounting transactions have been eliminated as a result of consolidation. 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 the reported amounts of revenues and expenses during the reporting period. We believe that it is at least reasonably possible that the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events and the effect of the change would be material to the financial statements. Significant estimates include, but are not limited to, assumptions used in the valuation of equity compensation, allocation of purchase price for acquired assets and assumptions used in our impairment testing of long-lived assets. Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. Lease Receivables and deferred rent Lease receivables are recognized when rents are due, and for the straight-line adjustment to rents over the term of the lease less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer's willingness or ability to pay, the Company's compliance with lease terms, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off lease receivables when it determines that they have become uncollectible after all reasonable collection efforts have been made. If we record bad debt expense, the amount is reflected as a component of operating expenses in the statements of operations. As of June 30, 2018, and 2017, an allowance for doubtful accounts was recorded in the amount of $2,861. As of June 30, 2018, and 2017, the Company had recorded deferred rent for the straight-line value of rental income of $6,150 and $26,006 respectively as part of other assets. Investment In and Valuation of Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition (excluding acquisition related expenses), construction costs, and mortgage interest during the period the facilities are under construction and prior to readiness for occupancy, and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance are expensed as incurred. The Company is required to make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets, other than land, are depreciated on a straight-line basis over the estimated useful life of the asset. The estimated useful lives of the Company's real estate assets by class are generally as follows: Land Indefinite Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Revenue Recognition We recognize revenue only when all of the following criteria have been met: o persuasive evidence of an arrangement exists; o use of the real property has taken place or services have been rendered; o the fee for the arrangement is fixed or determinable; and o collectability is reasonably assured. Persuasive Evidence of an Arrangement Our real property lease agreements, which are governed by the laws of the state of Oregon, usually are non-cancellable and range from six to thirty-six months with a cash security deposit and personal guarantee required. We account for our leases in accordance with Accounting Standard Codification ("ASC") Topic 840, Leases Advertising Costs Advertising costs are expensed as incurred. Advertising expense was $717 and $226,087 for the fiscal years ended June 30, 2018 and 2017, respectively. Fair Value of Financial Instruments: The Company follows the fair value measurement rules, which provides guidance on the use of fair value in accounting and disclosure for assets and liabilities when such accounting and disclosure is called for by other accounting literature. These rules establish a fair value hierarchy for inputs to be used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority). Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Inputs are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. Investments are reflected in the accompanying financial statements at fair value. The carrying amount of receivables and accounts payable and accrued expenses approximates fair value due to the short-term nature of those instruments. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts payable, accrued liabilities, and mortgages payable approximate fair value given their short-term nature or effective interest rates, which constitutes level three inputs. Share-based compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Restricted stock awards are measured based on the fair market values of the underlying stock on the dates of grant. For service type awards, share-based compensation expense is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the entire award. For awards that vest or begin vesting upon achievement of a performance condition, the Company estimates the likelihood of satisfaction of the performance condition and recognizes compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model. The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant based on key assumptions such as expected volatility and expected term, so long as the option does not contain provisions that require a more complex model to be used. Convertible debt and beneficial conversion features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. Stock settled debt In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of June 30, 2018, and 2017, the Company had recorded within Convertible Notes, net of discount, the amount of $0 and $350,000 for the value of the stock settled debt for certain convertible notes (see Note 8). Impairment of long-lived assets The Company monitors its long-lived assets and finite-lived intangibles for indicators of impairment. If such indicators are present, the Company assesses the recoverability of affected assets by determining whether the carrying value of such assets is less than the sum of the undiscounted future cash flows of the assets. If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets to the fair value of the assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets. Income taxes 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 and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized. Net (loss) income per share Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. For the fiscal years ended June 30, 2018 and 2017, all potentially dilutive securities are anti-dilutive due to the Company's losses from operations. All dilutive common stock equivalents are reflected in our earnings (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our earnings (loss) per share calculations. The following table sets forth the number of dilutive shares as of June 30, 2018: Options 500,000 Warrants 150,000 Total diluted shares 650,000 Recent accounting pronouncements In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This standard clarifies the presentation of certain specific cash flow issues in the Statement of cash flows. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. This standard requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows and no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. This standard is effective for public companies who are SEC filers for fiscal years beginning after December 15, 2017, including interim periods within those years, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". This standard changed the definition of a business to help entities determine whether a set of transferred assets and activities is a business. This standard is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt ASU No. 2017-01 and applied the guidance to the Transaction, which was accounted for as an asset acquisition under the revised guidance. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04") In May 2017, the FASB issued ASU No. 2017-09, "Stock Compensation (Topic 718): Scope of Modification Accounting". This standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification, with entities applying the modification accounting guidance if the value, vesting conditions or classification of the award changes. In addition to all disclosures about modifications that are required under the current guidance, entities will be also required to disclose that compensation expense has not changed if applicable. This standard is effective for ASC Topic 606, Revenue from Contracts with Customers , supersedes most existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Topic 606 also requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The Company has the option of adopting Topic 606 using either 1) a full retrospective approach, in which comparative periods presented would be adjusted to reflect the provisions of Topic 606, or 2) a modified retrospective approach, in which the cumulative effect of applying the new standards to open contracts as of July 1, 2018 would be recognized as a cumulative effect adjustment. The Company is currently reviewing the impact of Topic 606 and this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 2 - Going Concern | Note 2 – Going Concern At June 30, 2018 and June 30, 2017, the Company reported a net loss of $2,482,639 and $1,614,855, respectively. As of June 30, 2018, we had a net working capital deficit of approximately $1,494,646 and cash available of only approximately $14,000 (see Note 10). The Company believes that its existing capital resources are not adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company estimates that it will require additional cash resources during fiscal year 2019 and beyond based on its current operating plan and condition. In July and August 2018, the Company began a private placement of its common shares and raised gross proceeds of approximately $1,165,000. The Company used approximately $900,000 of these proceeds from the private placements to retire the two mortgages held on the WCS condo property (see Note 7). In addition, in September 2018, the Company completed the sale of its land held in the Pioneer Business Park (see Note 4). The Company received proceeds of approximately $74,000 after payment of expenses of the sale and full retirement of the attached mortgage of approximately $250,000. These actions have reduced the working capital deficit below $500,000. The Company expects cash flows from operating activities to improve marginally in the short term, primarily as a result of an increase in cash received from tenants and a decrease in certain operating expenses, although there can be no assurance thereof. In addition, there can be no assurance that new tenants will become available after 2019 when the remaining leases expire for the Eagle Point condominium. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans, and potentially cease operations altogether. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. |
Note 3 - Acquisition of Lake Se
Note 3 - Acquisition of Lake Selmac Resort | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 3 - Acquisition of Lake Selmac Resort | Note 3 – Acquisition of Lake Selmac Resort On March 7, 2017, the Company, through its wholly-owned subsidiary Smoke on the Water, Inc. executed a Real Estate Purchase Agreement to acquire the Lake Selmac Resort located at 2700 Lakeshore Drive, Selma, Oregon. The Company agreed to acquire the property for a purchase price of $875,000 plus closing costs consisting of a seller financing note in the amount of $625,000 with the seller carrying the note at 5% per annum for the first twelve months and then 6% per annum for the next four years, $200,000 in cash plus closing costs, and 50,000 shares of the Company's common stock valued at $52,000 based on the closing price of the common stock at the close. Because all RV and campground rentals have contracts lengths for a maximum term of 30 days, no amounts were allocated to the small number of rentals acquired at acquisition. |
Note 4 - Acquisition of Land in
Note 4 - Acquisition of Land in Pioneer Business Park | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 4 - Acquisition of Land in Pioneer Business Park | Note 4 – Assets Held for Sale In April 2016, the Company purchased a parcel of land near Eugene, Oregon within the Pioneer Business Park from a private seller in the amount of $326,629 plus closing costs. As part of the purchase, the Seller financed through a note payable $267,129 of the purchase price (see Note 7). The intent of the Company was to build an industrial condominium building on the parcel, akin to the WCS property. The Company was unable to secure additional funding via debt or equity and due to the hostility of the local county government towards the intended operations of the tenants, the Company in late calendar 2017 abandoned those plans. In December 2017, the Company made the decision to put the property up for sale. The Company has retained a sales agent and has listed the property for sale at a purchase price of $399,000. The financial statements show the value of the land and the related mortgage under Assets Held for Sale and Liabilities Held for Sale on the balance sheet, respectively. In September 2018, the Company completed the sale of the property for a gross sales price of $349,000 (See Note 7). |
Note 5 - Property and Equipment
Note 5 - Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 5 - Property and Equipment, Net | Note 5 – Property and Equipment, Net Property and improvements consisted of the following as of June 30, 2018 and 2017: June 30, 2018 June 30, 2017 Cost Buildings and improvements $ 1,360,240 $ 1,360,240 Land 777,162 777,162 Furniture and Fixture 21,421 15,271 2,158,823 2,152,673 Less: accumulated depreciation and impairment (416,674 ) (386,982 ) $ 1,742,149 $ 1,765,691 Depreciation expense (excluding impairment) amounted to $29,692 and $28,228 for the year ended June 30, 2018 and 2017, respectively. Impairment of condo construction deposits and other assets in regard to the land purchased in Eugene for the year ended June 30, 2018 was $31,843. Impairment of condo construction deposits and other assets in regard to the land purchased in Eugene for the fiscal year ended June 30, 2017 was nil. Impairment expense for the Pioneer business park in in the fiscal year ended June 30, 2017 was $97,763. |
Note 6 - Accrued Liabilities
Note 6 - Accrued Liabilities | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Note 6 - Accrued Liabilities | Note 6 – Accrued Liabilities Accrued Liabilities at June 30, 2018 and 2017 consist of the following: June 30, 2018 June 30, 2017 Accrued salaries and wages $ 556,588 $ 514,372 Accrued expenses 55,432 74,531 $ 612,020 $ 588,903 |
Note 7 - Mortgages Payable
Note 7 - Mortgages Payable | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 7 - Mortgages Payable | Note 7 – Mortgages Payable In 2013, upon the acquisition of the condominium property in Eagle Point, Oregon, WCS assumed the mortgage payable of the Seller to Peoples Bank of Commerce, NA. The original principal amount of the mortgage was $930,220, bears interest at the rate of the bank’s prime rate plus 1.75%, and required 58 monthly payments of $5,946 and matures on June 28, 2018 with a balloon payment due at that time of $802,294. The mortgage is secured by liens against certain properties owned by the Seller. As of June 30, 2018, and 2017, the balance on the mortgage was $797,476 and $827,322, respectively. In 2013, after acquisition, WCS entered into a second mortgage with Peoples Bank of Commerce, NA in the amount of $120,000. The mortgage bears interest at the rate of the bank’s prime rate plus 3%, requires 56 monthly payments of $883 and matures on October 15, 2018 with a balloon payment due at maturity of $104,329. The mortgage is collateralized by a deed of trust and assignment of rents with the Seller and WCS in the amount of $120,000. As of June 30, 2018, and 2017, the balance on the mortgage was $105,235 and $107,139, respectively. In August 2018, the Company paid the above two mortgages in full. In April 2016, as more fully described in Note 4, the Company acquired a parcel of land and entered into a mortgage with the seller in the amount of $267,129. The mortgage bears an interest rate of 6% per annum and has a maturity date of the sooner of (a) October 1, 2017 or the date construction begins on the condominium building proposed to be built. As of June 30, 2017, the balance on the mortgage was $267,129. In October 2017, the Company entered into an amended mortgage by making a principal payment of $15,000 and financing the remaining balance of $252,129. The amended mortgage bears interest at the rate of 6% per annum and requires interest only monthly payments of $1,261 from November 2017 through June 2018 with the remaining amount due on the note in the form of a final balloon payment will be due in July 2018. The note is unsecured. As of June 30, 2018, the balance on the mortgage was $250,868. As noted above in Footnote 4, in September 2018, the Company closed on the sale of the parcel of land acquired with financing provided by the mortgage. As a condition of the sale, the mortgage was fully repaid at closing. In March 2017, as more fully described in Note 3, the Company acquired a RV and campground park in Selma, Oregon. Upon closing, the Company entered into mortgage payable with the Seller in the amount of $625,000 with a maturity date of March 6, 2022. The mortgage bears interest at the rate of 5% per annum covering the monthly payments of $3,355 for the following 12 months, then increases to 6% per annum for the monthly payments of $3,747 for the following 48 months. Upon maturity, the remaining balance due on the note is required to be paid through a balloon payment. As of June 30, 2018, and 2017, the balance on the mortgage was $613,848 and $622,802, respectively. The note is unsecured. The following table provides a five-year runoff of all of the Company’s obligations with terms to maturity greater than one year as of June 30, 2018: 2019 $ 7,926 2020 8,415 2021 8,934 2022 588,573 Thereafter - Total 613,848 |
Note 8 - Convertible Notes Paya
Note 8 - Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 8 - Convertible Notes Payable | Note 8 – Convertible Notes Payable At June 30, 2018 and June 30, 2017, convertible notes payable consisted of the following: June 30, 2018 June 30, 2017 Principal amount $ - $ 515,000 Liability on stock settled debt - 350,000 Less: unamortized debt discount - (350,736 ) Convertible notes payable, net $ - $ 514,264 Auctus Fund, LLC Agreement: On March 21, 2016 the Company entered into a transaction with Auctus Fund, LLC (“Auctus”). In exchange for $75,000 cash net of fees, the Company issued a convertible promissory note in the amount of $83,750. The Note had a maturity date of nine (9) months from date of issue and interest at 10% per annum. The note is convertible at any time at the option of the holder into the common stock of the Company at the rate of the lower of (a) $0.25 or (b) 50% of the lowest trading price of the Company’s common stock during the 10 preceding trading days prior to the notice of conversion per $1 of principal. Total beneficial conversion feature discount recognized was $56,780 which is being amortized over the terms of the convertible notes payable. During the fiscal year ended June 30, 2017 and 2016, the Company recognized interest expense of $36,752 and $20,028, respectively, related to the amortization of the debt discount. The unamortized balance was $nil and as of June 30, 2017 and 2016. In October 2016, Auctus gave notice of conversion and the Company issued 352,163 shares of its common stock in full satisfaction of the entire principal and accrued interest balance of $88,041 of the convertible note. On January 23, 2017 the Company entered into a convertible promissory note with Auctus Fund, LLC, and received net proceeds of $150,000 in the gross amount of $175,000. The Company paid original issuance cost of $25,000 in connection with this note which will be amortized over the term of the note. The Note had a maturity date of October 23, 2017 and interest at 10% per annum with fixed conversion price of 50% of the lowest closing price for the 10 trading days prior to the conversion date. The Company recorded $175,000 as liability on stock settled debt associated with this convertible note. In connection with the issuance of the Note the Company also issued a one-year warrant to purchase 150,000 of common stock of the Company at $0.85 subject to adjustment for standard anti-dilution events. The warrant has a term of 21 months. The Company has granted the holder piggy back rights for the common stock underlying the convertible debenture and warrants. Total beneficial conversion feature discount recognized was $325,000 which is being amortized over the terms of the convertible notes payable. During the fiscal year ended June 30, 2017 the Company recognized interest expense of $188,095 related to the amortization of the beneficial conversion feature discount and $14,469 related to the amortization of original cost. he Company recognized interest expense of $136,905 related to the amortization of the beneficial conversion feature discount and $10,531 related to the amortization of original cost. As of September 30, 2017, the unamortized balance of beneficial conversion feature was $nil (June 30, 2017 - was $nil (June 30, 2017 - $10,531). During the three months ended September 30, 2017, Auctus gave notice of conversion and the Company issued 13,403,839 shares of its common stock in full satisfaction of the entire principal and accrued interest balance . Tangiers Financing Agreement: On March 28, 2016 the Company entered into convertible note with Tangiers Global, LLC (“Tangiers”), and received net proceeds of $75,000 from a convertible note in the gross amount of $100,000. The Note had a maturity date of six (6) months from the date of issue and interest at 10% per annum with fixed conversion price of $0.25. The Company paid original issuance cost of $10,000 and included legal fees incurred by Tangiers of $15,000 in connection with this note which will be amortized over the term of the convertible note. Total beneficial conversion feature discount recognized was $68,000 which being amortized over the terms of the convertible notes payable. During the fiscal year ended June 30, 2017, the Company recognized interest expense of $50,488 related to the amortization of the beneficial conversion feature discount and $18,562 related to the amortization of original cost. During the fiscal year ended June 30, 2016, the Company recognized interest expense of $17,512 related to the amortization of the beneficial conversion feature discount and $6,438 related to the amortization of original cost. he unamortized balance of beneficial conversion feature was $nil and was $nil and $18,562, respectively. On April 4, 2016 the Company entered into convertible promissory note in the amount of $25,000 and received zero proceeds. The Note had a maturity date of April 4, 2017 and an interest at 10% per annum. The note is convertible at any time at the option of the holder into the common stock of the Company at the rate of the lower of (a) $0.25 or (b) 60% of the lowest trading price of the Company’s common stock during the 20 preceding trading days prior to the notice of conversion per $1 of principal. Total beneficial conversion feature discount recognized was zero. During the fiscal year ended June 30, 2017 and 2016, the Company recognized interest expense of $19,041 and $5,959 related to the amortization of i cost, respectively. he unamortized balance of was $nil and $19,041, respectively. On January 20, 2017 the Company entered into a convertible promissory note in the amount of $165,000. The Note was due July 20, 2017 and bears an interest rate of 10% and is convertible into shares of the Company's common stock at $.85 per share, unless the event of a default, at which time the conversion rate changes to a fixed 50% discount to the lowest prior 10-day trading price. The Note was issued with a $15,000 original issue discount. In connection with the issuance of the Note the Company also issued a one-year warrant to purchase 150,000 of common stock of the Company at $0.85 subject to adjustment for standard anti-dilution events. The warrant has a term of 1 year. The Company has granted the holder piggy back rights for the common stock underlying the convertible debenture and warrants. Total beneficial conversion feature discount recognized was $140,000 which being amortized over the terms of the convertible notes payable. During the fiscal year ended June 30, 2017, the Company recognized interest expense of $124,530 related to the amortization of the beneficial conversion feature discount and $22,238 related to the amortization of original cost and legal fees. he unamortized balance of beneficial conversion feature was $15,470 was $2,762, respectively. On July 20, 2017, the Company recognized additional beneficiary conversion feature in the amount of $110,000 the Company recognized interest expense of $115,470 related to the amortization of the beneficial conversion feature discount and $2,762 related to the amortization of original cost and legal fees. As of June 30, 2018, the unamortized balance of beneficial conversion feature was $nil (June 30, 2017 - 15,470 was $nil (June 30, 2017 - $2,762). EMA Financing Agreement: On January 9, 2017 the Company entered into a convertible promissory note with EMA Financial LLC., received net proceeds of $150,000 in the gross amount of $175,000. The Company paid original issuance cost of $25,000 in connection with this note which will be amortized over the term of the note. The Note had a maturity date of January 9, 2018 and interest at 10% per annum with fixed conversion price of 50% of the lowest closing price for the 10 trading days prior to the conversion date. The Company recorded $175,000 as liability on stock settled debt associated with this convertible note. Total beneficial conversion feature discount recognized was $325,000 which being amortized over the terms of the convertible notes payable. During the fiscal year ended June 30, 2017 the Company recognized interest expense of $153,151 related to the amortization of the beneficial conversion feature discount and $11,781 related to the amortization of original cost. The Company recognized interest expense of $ related to the amortization of the beneficial conversion feature discount and $13,219 related to the amortization of original cost and legal fees. As of June 30, 2018, the unamortized balance of beneficial conversion feature was $nil (June 30, 2017 - was $nil (June 30, 2017 - $13,219). |
Note 9 - Capital Stock
Note 9 - Capital Stock | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 9 - Capital Stock | Note 9 – Capital Stock As of June 30, 2018, and 2017, the Company's authorized common stock consists of 100,000,000 common shares with par value of $0.001 and 5,000,000 shares of preferred stock with par value of $0.001 per share (see Note 13). Equity Incentive Plan In December 2015, the Company adopted the 2015 Equity Incentive Plan (“Incentive Plan”) with a term of 10 years. The Incentive Plan allows for the issuance up to a maximum of 2 million shares of common stock, options exercisable into common stock of the Company or stock purchase rights exercisable into shares of common stock of the Company. The plan is administered by the board of directors unless a separate delegation to an administrator is made by the board of directors. Options granted under the plan carry a maximum term of 10 years, except to a grantee who is also a 10% beneficial owner at the time of grant, in which case the maximum term is 5 years. In addition, exercise prices of options granted must be within a certain percentage of the closing price on date of grant depending on the level of beneficial ownership of common stock of the Company by the grantee. All vesting conditions are set by the board or administrator. In December 2015, the Company filed a registration statement on Form S-8 covering all shares issued or issuable under the Incentive Plan. Stock Plan In December 2015, the Company adopted the 2015 Stock Plan (“Stock Plan”). As a condition of adoption of the Stock Plan, the Company entered into a registration statement on Form S-8 and covered the shares issued under the plan, which registration statement was filed in December 2015. The Stock Plan allows for the issuance up to a maximum of 2 million shares of common stock of the Company. The plan is administered by the board of directors unless a separate delegation to an administrator is made by the board of directors. The Stock Plan shall continue in effect until such time as is terminated by the Board or all shares are issued pursuant to the Stock Plan. Common Stock Share issuances during the fiscal year ended June 30, 2018: As described more fully above in Note 8, the Company issued 44,010,791 shares of common stock in full satisfaction of principal and accrued interest of convertible notes issued in the fiscal year ended June 30, 2017. During the fiscal year ended June 30, 2018, the Company issued 7,199,376 shares to employees, board members and consultants for services rendered and in settlement of certain liabilities. The Company valued those issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of grant and recorded stock-based compensation of $281,981, of this amount 4,565,259 shares valued at $175,326 were issued to officers and directors as part of their board compensation package. During the fiscal year ended June 30, 2018, the Company issued a total of 6,400,000 shares in respect to private placements at $0.03 and $0.04 per share and received cash proceeds of $232,000. During the fiscal year ended June 30, 2018, the Company issued 4,466,667 shares to certain officers to settle accrued payroll in the amount of $134,000. The Company valued those issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of issue. The difference in price resulted in the Company recording stock-based compensation in the amount of $852,334. During the fiscal year ended June 30, 2018, the Company agreed to issue 1,333,333 shares to a board member to settle advances made to the Company during the fiscal year ended June 30, 2018, in the amount of $40,000. As of June 30, 2018, those shares remain issuable. The Company treated the addition of the conversion provision to the advances made by the board member as an extinguishment and new issuance in the form of a convertible note. The Company recorded additional interest expense from the amortization in full of the discount recorded as the Company determined that a beneficial conversion feature was present in the conversion feature. Upon conversion in December 2017, the Company recorded additional interest expense from the amortization of the beneficial conversion feature in the amount of $253,333. Share issuances during the fiscal year ended June 30, 2017: During the year ended June 30, 2017, the Company issued 21,924 shares to employees, board members and consultants for services rendered. The Company valued those issuances on the closing price of the Company’s stock as traded in the other-the-counter market on the date of grant. As described more fully above in Note 8, the Company issued 902,163 shares of common stock in full satisfaction of principal and accrued interest of convertible notes issued in the fiscal year ended June 30, 2017. As more fully described in Note 3, the Company issued 50,000 shares of common stock as partial payment of the purchase price for the RV and Campground in Selma, Oregon. In the year ended June 30, 2017, a holder exercised options (see below) and acquired 1,000,000 shares of common stock of the Company (250,000 shares remain issuable as of June 30, 2018) and remitted cash in the amount of $400,000 to the Company. Preferred Stock The Company has designated a Series A Convertible Preferred Stock (the "Series A Preferred"). The number of authorized shares totals 5,000,000 and the par value is $.001 per share. The Series A Preferred shareholders vote together with the common stock as a single class. The holders of Series A Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Series A Preferred shall be entitled to 5 votes per share and have a conversion right granted to the holder to allow to convert into 5 common shares of the Company for each Series A Preferred Share held. Warrants On January 20, 2017, as more fully described in Note 8, the Company issued two warrants for 300,000 shares, exercisable at $0.85 in connection with the issuance of a convertible notes. Weighted Average Remaining Aggregate Number of Weighted Average Contractual Term Intrinsic Warrants Exercise Price (in years) Value Outstanding at June 30, 2016 - - Granted 300,000 0.85 Exercised - - Forfeited - - Outstanding at June 30, 2017 300,000 $ 0.85 0.58 $ - Granted Exercised Forfeited (150,000) 0.85 Outstanding at June 30, 2018 150,000 $ 0.85 0.14 $ - Exercisable at June 30, 2018 150,000 $ 0.85 0.14 $ - The table below includes the significant ranges of the assumptions used to value the warrants under the Black Scholes Merton valuation model: Fair value of underlying common $ 1.06 to 1.12 Exercise price $ 0.85 Term 12 to 21 months Historical volatility 161.4% to 163.7% Risk free interest rate 0.82% to 1.16% Dividend rate 0 % Options A summary of the change in stock purchase options outstanding for the period ended June 30, 2018 and 2017 is as follows: Weighted Remaining Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – June 30, 2016 1,500,000 $0.40 $0.52 See note above Options issued - - - - Options expired - - - - Options exercised (1,000,000) Balance – June 30, 2017 500,000 $0.40 $0.52 See note above Balance – June 30, 2018 500,000 $0.40 $0.52 See note above The following table shows information on our vested and unvested options outstanding during the year ended June 30, 2018 and 2017: Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – June 30, 2016, unvested 1,000,000 $0.40 $0.52 See note above Options issued - - - - Options vested 1,000,000 $0.40 $0.52 - Options expired - - - - Options exercised (1,000,000) $0.40 $0.52 - Balance – June 30, 2017, unvested - - - - Balance – June 30, 2018, unvested - - - - Options outstanding had intrinsic value as of June 30, 2018 of $nil. |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 10 - Related Party Transactions | Note 10 – Related Party Transactions The Company is currently leasing units located in Eagle Point Oregon. The building is an approximately 15,000 square foot building which has 10 units of approximately 1,500 square feet each available for use. Four units are currently under lease to three different unrelated companies. One unit is being used as the Grow Condos, Inc. offices, and five units are under lease to a company that the CEO of Grow Condos, Inc. controls. The agreement to the lease the 4 condo units with the company controlled by the CEO was entered into the owner prior to its purchase by WCS in 2013. The lease term begins once the tenant improvements are completed and the premises are occupied and continues for a period of 36 months. Four-unit lease terms began in the fiscal year ended June 30, 2016, with cash payments commencing on all four units leases in the fiscal year ended June 30, 2017. As of June 30, 2018, and 2017, a related party had advanced the Company, on an unsecured basis, $100,000. In addition, during the fiscal year ended June 30, 2018, a director of the Company advanced the Company $45,000 on an unsecured and undocumented basis. During the year ended June 30, 2018, the Company and the director agreed to convert $40,000 of the advances into 1,333,333 shares of common stock of the Company. As of June 30, 2018, that director, who resigned as a director in July 2018, had remaining outstanding advances of $5,000 as of June 30, 2018. During the fiscal year ended June 30, 2018 the Board of Directors ratified that our CEO, President and Director satisfied approximately $62,000 of receivables by netting the amount against his payroll payable. In fiscal 2018, the Company was notified by its primary banks that these banks would no longer accept the Company as a client for its banking services. As of June 30, 2018, the Company’s wholly owned subsidiary, WCS, was notified that its bank, which also holds both of its mortgages, would no longer continue to accept WCS as a customer shortly after its fiscal year end. Because the Company rents its properties to those who engage in a federal crime under the Controlled Substances Act, most banks subject to any federal oversight (the Office of the Comptroller of the Currency or any of the Federal Reserve Bank’s of the United States) have declined to do business with any entity that is related in any way to cannabis operations. The Company’s management and directors have as of June 30, 2018 transferred the Company’s cash and its banking operations to an entity owned and controlled by them. The Company has treated the cash transferred as amounts due from this related entity and the cash expended from these accounts on behalf of the Company as reductions of the amounts due from these entities. As of June 30, 2018, the amount held in cash by the related entity and reported as a current asset as due from related part was $40,268. |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 11 - Income Taxes | Note 11 – Income Taxes On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. While the Company has revenue we have no foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21% during fiscal 2018. Since the Tax Act was passed late in the second quarter of fiscal 2018, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end June 30, 2019. The income tax expense (benefit) consisted of the following for the fiscal year ended June 30, 2018 and 2017: June 30, 2018 June 30, 2017 Total current $ - $ - Total deferred - - $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax and state income tax provisions to the actual income tax benefit for the fiscal year ended June 30, 2018 and 2017: June 30, 2018 June 30, 2017 Expected benefit at federal statutory rate $ 670,000 549,000 Non-deductible expenses (554,000) (156,000 ) Change in valuation allowance (116,000) (393,000 ) $ - $ - Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended June 30, 2017 and 2016: June 30, 2018 June 30, 2017 Deferred tax assets: Net operating loss carryforwards $ 2,993,000 $ 2,930,000 Deferred payroll 150,000 139,000 Impairments 109,000 103,000 Other 29,000 - Total deferred tax assets 3,281,000 3,172,000 Deferred tax liabilities Deferred revenue - (7,000 ) Total deferred tax liabilities - (7,000 ) Change in effective tax rates - 715,000 Net deferred tax assets 3,281,000 3,165,000 Less valuation allowance (3,281,000) (3,165,000 ) Net deferred tax assets (liabilities) $ - $ - During the fiscal year ended June 30, 2018 and 2017 the, the Company recognized no amounts related to tax interest or penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company currently has no years under examination by any jurisdiction. In 2013, WCS entered into multi-year option contracts with certain tenants of the Eagle Point condominium units. The option contracts gave the tenants the right to enter into a contract for the sale of the unit being rented by the tenant. As part of the option, the tenant is required to make a monthly or quarterly payment to the Company over the term of the agreement and in exchange, the tenant has the right to purchase the unit for a price as determined in the contract. Contract unit pricing ranges from a fixed $100,000 per unit to $150,000 multiplied by the usable space divided by the surveyed total condominium land area. The amounts paid on a monthly or quarterly basis are applied as down payments for the purchase of the unit if elected by the contract holder. In the event of non-payment or expiration of the contract without the option being exercised, any and all payments held by the Company are forfeit by the optionee. As of June 30, 2018, and June 30, 2017, the Company held payments of $74,000 and $51,500 respectively. During the year ended June 30, 2018 and 2017, the Company received payments under option contracts of $48,000 and $26,000, respectively, from related parties. In the fiscal year ended June 30, 2018, one optionee defaulted on the option contract without exercise and forfeited $25,900. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Note 12 - Subsequent Events | Note 12- Subsequent Events On June 22, 2018, the Board of Directors of the Company approved an amendment to our articles of incorporation to increase our authorized capital to 180,000,000 shares, consisting of 175,000,000 shares of common stock and 5,000,000 shares of preferred stock (the “Recapitalization”) and to change the name of the Company to Grow Captial Inc. The Company filed articles of amendment with the State of Nevada to effect the aforementioned changes on July 10, 2018 and August 28, 2018 respectively. The Company has submitted application to the Financial Industry Regulatory Authority ("FINRA") for approval of the above noted corporate actions. On July 1, 2018, Wayne Zallen resigned as the President and CEO of the Company and David Tobias resigned his position as a member of the Board of Directors. On the same day, Jonathan Bonnette was elected to the Board of Directors filling the vacancy created by the resignation of David Tobias. Mr. Bonnette was also appointed the President and CEO of the Company. Wayne Zallen will remain the Chairman of the Board of Directors and will continue to serve as the CFO until such time as a replacement can be found. Mr. Zallen’s employment contract was terminated, and the Company and Mr. Zallen have agreed on compensation of $2,500 per month. In July and August 2018, the Company commenced a private offering of its common stock and through the date of this report raised gross proceeds of $1,165,000. Approximately $900,000 of these proceeds were used to retire two mortgages on the WCS condo rental property (see Note 7). In July 2018, the Company entered into an employment agreement with its CEO and President having an initial term of one year including compensation for the first year at $240,000 payable in restricted stock at the valuation rate of $0.08 per share or 3,000,000 shares which have been issued. On August 2, 2018 the Company issued a total of 1,000,000 shares of common stock to certain officers and directors as part of their board compensation package. |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Policy Text Block [Abstract] | |
Nature of the Corporation | Nature of the Corporation: Grow Condos, Inc. ("GCI" or the "Company") (f/k/a Fanatic Fans Inc. and Calibrus, Inc.) was incorporated on October 22, 1999, in the State of Nevada. Our wholly owned subsidiary, WCS Enterprises, Inc. (“WCS”) is an Oregon limited liability company which was formed on September 9, 2013 with operations beginning in October 2013. WCS is a real estate purchaser, developer and manager of specific use industrial properties providing "Condo" style turn-key aeroponics grow facilities to support cannabis farmers. WCS intends to own, lease, sell and manage multi- tenant properties so as to reduce the risk of ownership and reduce costs to tenants and owners. Our wholly owned subsidiary, Smoke on the Water, Inc. was incorporated on October 21, 2016, in the State of Nevada. Smoke on the Water is focused on acquiring properties in the RV and campground rental industry. On March 7, 2017, Smoke on the Water, Inc. executed a Real Estate Purchase Agreement to acquire the Lake Selmac Resort located at 2700 Lakeshore Drive, Selma, Oregon (see Note 3 below). On June 22, 2018, the Board of Directors of the Company approved an amendment to our articles of incorporation to increase our authorized capital to 180,000,000 shares, consisting of 175,000,000 shares of common stock and 5,000,000 shares of preferred stock (the “Recapitalization”) and to change the name of the Company to Grow Captial Inc. The Company filed articles of amendment with the State of Nevada to effect the aforementioned changes on July 10, 2018 and August 28, 2018 respectively. The Company has submitted application to the Financial Industry Regulatory Authority ("FINRA") for approval of the above noted corporate actions. |
Basis of Presentation | Basis of Presentation: The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States ("GAAP"), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). |
Consolidation | Consolidation These consolidated financial statements include the accounts of Grow Condos, Inc., and its wholly-owned subsidiaries, WCS, Enterprises, LLC and Smoke on the Water, Inc. as of June 30, 2018. All significant intercompany accounting transactions have been eliminated as a result of consolidation. |
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 the reported amounts of revenues and expenses during the reporting period. We believe that it is at least reasonably possible that the effect on the financial statements of a condition, situation, or set of circumstances that existed at the date of the financial statements will change in the near term due to one or more future confirming events and the effect of the change would be material to the financial statements. Significant estimates include, but are not limited to, assumptions used in the valuation of equity compensation, allocation of purchase price for acquired assets and assumptions used in our impairment testing of long-lived assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. |
Lease Receivables and deferred rent | Lease Receivables and deferred rent Lease receivables are recognized when rents are due, and for the straight-line adjustment to rents over the term of the lease less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer's willingness or ability to pay, the Company's compliance with lease terms, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off lease receivables when it determines that they have become uncollectible after all reasonable collection efforts have been made. If we record bad debt expense, the amount is reflected as a component of operating expenses in the statements of operations. As of June 30, 2018, and 2017, an allowance for doubtful accounts was recorded in the amount of $2,861. As of June 30, 2018, and 2017, the Company had recorded deferred rent for the straight-line value of rental income of $6,150 and $26,006 respectively as part of other assets. |
Investment in and Valuation of Real Estate Assets | Investment In and Valuation of Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition (excluding acquisition related expenses), construction costs, and mortgage interest during the period the facilities are under construction and prior to readiness for occupancy, and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance are expensed as incurred. The Company is required to make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets, other than land, are depreciated on a straight-line basis over the estimated useful life of the asset. The estimated useful lives of the Company's real estate assets by class are generally as follows: Land Indefinite Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term |
Revenue Recognition | Revenue Recognition We recognize revenue only when all of the following criteria have been met: o persuasive evidence of an arrangement exists; o use of the real property has taken place or services have been rendered; o the fee for the arrangement is fixed or determinable; and o collectability is reasonably assured. Persuasive Evidence of an Arrangement Our real property lease agreements, which are governed by the laws of the state of Oregon, usually are non-cancellable and range from six to thirty-six months with a cash security deposit and personal guarantee required. We account for our leases in accordance with Accounting Standard Codification ("ASC") Topic 840, Leases |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense was $717 and $226,087 for the fiscal years ended June 30, 2018 and 2017, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The Company follows the fair value measurement rules, which provides guidance on the use of fair value in accounting and disclosure for assets and liabilities when such accounting and disclosure is called for by other accounting literature. These rules establish a fair value hierarchy for inputs to be used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority). Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date. Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Inputs are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. Investments are reflected in the accompanying financial statements at fair value. The carrying amount of receivables and accounts payable and accrued expenses approximates fair value due to the short-term nature of those instruments. The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts payable, accrued liabilities, and mortgages payable approximate fair value given their short-term nature or effective interest rates, which constitutes level three inputs. |
Stock-based Compensation | Share-based compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Restricted stock awards are measured based on the fair market values of the underlying stock on the dates of grant. For service type awards, share-based compensation expense is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the entire award. For awards that vest or begin vesting upon achievement of a performance condition, the Company estimates the likelihood of satisfaction of the performance condition and recognizes compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model. The fair value of options is calculated using the Black-Scholes option pricing model to determine the fair value of stock options on the date of grant based on key assumptions such as expected volatility and expected term, so long as the option does not contain provisions that require a more complex model to be used. |
Convertible debt and beneficial conversion features | Convertible debt and beneficial conversion features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. |
Stock settled debt | Stock settled debt In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of June 30, 2018, and 2017, the Company had recorded within Convertible Notes, net of discount, the amount of $0 and $350,000 for the value of the stock settled debt for certain convertible notes (see Note 8). |
Impairment of long-lived assets | Impairment of long-lived assets The Company monitors its long-lived assets and finite-lived intangibles for indicators of impairment. If such indicators are present, the Company assesses the recoverability of affected assets by determining whether the carrying value of such assets is less than the sum of the undiscounted future cash flows of the assets. If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets to the fair value of the assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets. |
Income taxes | Income taxes 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 and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized. |
Net (loss) income per share | Net (loss) income per share Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. For the fiscal years ended June 30, 2018 and 2017, all potentially dilutive securities are anti-dilutive due to the Company's losses from operations. All dilutive common stock equivalents are reflected in our earnings (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our earnings (loss) per share calculations. The following table sets forth the number of dilutive shares as of June 30, 2018: Options 500,000 Warrants 150,000 Total diluted shares 650,000 |
Recent accounting pronouncements | Recent accounting pronouncements In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This standard clarifies the presentation of certain specific cash flow issues in the Statement of cash flows. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. This standard requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows and no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. This standard is effective for public companies who are SEC filers for fiscal years beginning after December 15, 2017, including interim periods within those years, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". This standard changed the definition of a business to help entities determine whether a set of transferred assets and activities is a business. This standard is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company elected to early adopt ASU No. 2017-01 and applied the guidance to the Transaction, which was accounted for as an asset acquisition under the revised guidance. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04") In May 2017, the FASB issued ASU No. 2017-09, "Stock Compensation (Topic 718): Scope of Modification Accounting". This standard clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification, with entities applying the modification accounting guidance if the value, vesting conditions or classification of the award changes. In addition to all disclosures about modifications that are required under the current guidance, entities will be also required to disclose that compensation expense has not changed if applicable. This standard is effective for ASC Topic 606, Revenue from Contracts with Customers , supersedes most existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Topic 606 also requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The Company has the option of adopting Topic 606 using either 1) a full retrospective approach, in which comparative periods presented would be adjusted to reflect the provisions of Topic 606, or 2) a modified retrospective approach, in which the cumulative effect of applying the new standards to open contracts as of July 1, 2018 would be recognized as a cumulative effect adjustment. The Company is currently reviewing the impact of Topic 606 and this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Estimated useful lives assets | The estimated useful lives of the Company's real estate assets by class are generally as follows: Land Indefinite Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the number of dilutive shares as of June 30, 2018: Options 500,000 Warrants 150,000 Total diluted shares 650,000 |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Property and Improvements | Property and improvements consisted of the following as of June 30, 2018 and 2017: June 30, 2018 June 30, 2017 Cost Buildings and improvements $ 1,360,240 $ 1,360,240 Land 777,162 777,162 Furniture and Fixture 21,421 15,271 2,158,823 2,152,673 Less: accumulated depreciation and impairment (416,674 ) (386,982 ) $ 1,742,149 $ 1,765,691 |
Note 6 - Accrued Liabilities (T
Note 6 - Accrued Liabilities (Table) | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued Liabilities at June 30, 2018 and 2017 consist of the following: June 30, 2018 June 30, 2017 Accrued salaries and wages $ 556,588 $ 514,372 Accrued expenses 55,432 74,531 $ 612,020 $ 588,903 |
Note 7 - Mortgages Payable (Tab
Note 7 - Mortgages Payable (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Maturities of Long-term Debt | The following table provides a five-year runoff of all of the Company’s obligations with terms to maturity greater than one year as of June 30, 2018: 2019 $ 7,926 2020 8,415 2021 8,934 2022 588,573 Thereafter - Total 613,848 |
Note 8 - Convertible Notes Pa_2
Note 8 - Convertible Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of convertible notes payable | At June 30, 2018 and June 30, 2017, convertible notes payable consisted of the following: June 30, 2018 June 30, 2017 Principal amount $ - $ 515,000 Liability on stock settled debt - 350,000 Less: unamortized debt discount - (350,736 ) Convertible notes payable, net $ - $ 514,264 |
Note 9 - Capital Stock (Tables)
Note 9 - Capital Stock (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Table Text Block Supplement [Abstract] | |
Share-based Compensation, Warrant Activity | On January 20, 2017, as more fully described in Note 8, the Company issued two warrants for 300,000 shares, exercisable at $0.85 in connection with the issuance of a convertible notes. Weighted Average Remaining Aggregate Number of Weighted Average Contractual Term Intrinsic Warrants Exercise Price (in years) Value Outstanding at June 30, 2016 - - Granted 300,000 0.85 Exercised - - Forfeited - - Outstanding at June 30, 2017 300,000 $ 0.85 0.58 $ - Granted Exercised Forfeited (150,000) 0.85 Outstanding at June 30, 2018 150,000 $ 0.85 0.14 $ - Exercisable at June 30, 2018 150,000 $ 0.85 0.14 $ - |
Schedule of Assumptions Used to Estimate the Fair Values of Warrants Granted | The table below includes the significant ranges of the assumptions used to value the warrants under the Black Scholes Merton valuation model: Fair value of underlying common $ 1.06 to 1.12 Exercise price $ 0.85 Term 12 to 21 months Historical volatility 161.4% to 163.7% Risk free interest rate 0.82% to 1.16% Dividend rate 0 % |
Schedule of Assumptions Used to Estimate the Fair Values of Stock Options Granted | A summary of the change in stock purchase options outstanding for the period ended June 30, 2018 and 2017 is as follows: Weighted Remaining Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – June 30, 2016 1,500,000 $0.40 $0.52 See note above Options issued - - - - Options expired - - - - Options exercised (1,000,000) Balance – June 30, 2017 500,000 $0.40 $0.52 See note above Balance – June 30, 2018 500,000 $0.40 $0.52 See note above |
Schedule of vested and unvested options outstanding | The following table shows information on our vested and unvested options outstanding during the year ended June 30, 2018 and 2017: Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years) Balance – June 30, 2016, unvested 1,000,000 $0.40 $0.52 See note above Options issued - - - - Options vested 1,000,000 $0.40 $0.52 - Options expired - - - - Options exercised (1,000,000) $0.40 $0.52 - Balance – June 30, 2017, unvested - - - - Balance – June 30, 2018, unvested - - - - |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax expense (benefit) consisted of the following for the fiscal year ended June 30, 2018 and 2017: June 30, 2018 June 30, 2017 Total current $ - $ - Total deferred - - $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the expected statutory federal income tax and state income tax provisions to the actual income tax benefit for the fiscal year ended June 30, 2018 and 2017: June 30, 2018 June 30, 2017 Expected benefit at federal statutory rate $ 670,000 549,000 Non-deductible expenses (554,000) (156,000 ) Change in valuation allowance (116,000) (393,000 ) $ - $ - |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended June 30, 2017 and 2016: June 30, 2018 June 30, 2017 Deferred tax assets: Net operating loss carryforwards $ 2,993,000 $ 2,930,000 Deferred payroll 150,000 139,000 Impairments 109,000 103,000 Other 29,000 - Total deferred tax assets 3,281,000 3,172,000 Deferred tax liabilities Deferred revenue - (7,000 ) Total deferred tax liabilities - (7,000 ) Change in effective tax rates - 715,000 Net deferred tax assets 3,281,000 3,165,000 Less valuation allowance (3,281,000) (3,165,000 ) Net deferred tax assets (liabilities) $ - $ - |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business (Details) - shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 22, 2018 | Jun. 30, 2017 | |
Date of Incorporation | Oct. 22, 1999 | ||
Increase in authorised capital | 180,000,000 | ||
Common stock | 94,204,741 | 175,000,000 | 30,795,375 |
Preferred stock | 0 | 5,000,000 | 0 |
WCS Enterprises, LLC | |||
Date of Incorporation | Sep. 9, 2013 | ||
Smoke on the Water | |||
Date of Incorporation | Oct. 21, 2016 |
Note 1 - Organization and Sum_2
Note 1 - Organization and Summary of Significant Accounting Policies: Lease Receivables and deferred rent (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Text Block [Abstract] | ||
Allowance For Doubtful Accounts | $ 2,861 | $ 2,861 |
Deferred rent | $ 6,150 | $ 26,006 |
Note 1 - Organization and Sum_3
Note 1 - Organization and Summary of Significant Accounting Policies: Investment (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Land {1} | |
Property, Plant and Equipment, Estimated Useful Lives | Indefinite |
Building | |
Property, Plant and Equipment, Estimated Useful Lives | 40 years |
Leaseholds and Leasehold Improvements | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of useful life or lease term |
Intangible Lease Assets | |
Property, Plant and Equipment, Estimated Useful Lives | Lease term |
Note 1 - Organization and Sum_4
Note 1 - Organization and Summary of Significant Accounting Policies: Advertising Costs (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Text Block [Abstract] | ||
Advertising Expense | $ 717 | $ 226,087 |
Note 1 - Organization and Sum_5
Note 1 - Organization and Summary of Significant Accounting Policies: Stock settled debt (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Text Block [Abstract] | ||
Stock settled debt liability | $ 0 | $ 350,000 |
Note 1 - Organization and Sum_6
Note 1 - Organization and Summary of Significant Accounting Policies: Net (loss) income per share (Details) | 12 Months Ended |
Jun. 30, 2018shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 650,000 |
Employee Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 500,000 |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 150,000 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | ||
Net loss | $ (2,482,639) | $ (1,614,855) |
Net working capital deficit | (1,494,646) | |
Cash available | $ 14,000 | |
Going concern description | <font style="font: 10pt Times New Roman, Times, Serif">In July and August 2018, the Company began a private placement of its common shares and raised gross proceeds of approximately $1,165,000. The Company used approximately $900,000 of these proceeds from the private placements to retire the two mortgages held on the WCS condo property (see Note 7). In addition, in September 2018, the Company completed the sale of its land held in the Pioneer Business Park (see Note 4). The Company received proceeds of approximately $74,000 after payment of expenses of the sale and full retirement of the attached mortgage of approximately $250,000. These actions have reduced the working capital deficit below $500,000. </font></p>" id="sjs-B7"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">In July and August 2018, the Company began a private placement of its common shares and raised gross proceeds of approximately $1,165,000.  The Company used approximately $900,000 of these proceeds from the private placements to retire the two mortgages held on the WCS condo property (see Note 7).  In addition, in September 2018, the Company completed the sale of its land held in the Pioneer Business Park (see Note 4).  The Company received proceeds of approximately $74,000 after payment of expenses of the sale and full retirement of the attached mortgage of approximately $250,000.  These actions have reduced the working capital deficit below $500,000.  </font></p> |
Note 3 - Acquisition of Lake _2
Note 3 - Acquisition of Lake Selmac Resort (Details) - USD ($) | Mar. 07, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Purchase of property, plant, and equipment | $ 37,993 | $ 300,107 | |
Lake Selmac Resort | |||
Purchase price | $ 875,000 | ||
Debt Instrument, Face Amount | 625,000 | ||
Purchase of property, plant, and equipment | 200,000 | ||
Stock Issued During Period, Value, Purchase of Assets | $ 52,000 | ||
Lake Selmac Resort | Common Stock | |||
Stock Issued During Period, Shares, Purchase of Assets | 50,000 | ||
Minimum | Lake Selmac Resort | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Maximum | Lake Selmac Resort | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Note 4 - Acquisition of Land _2
Note 4 - Acquisition of Land in Pioneer Business Park (Details) - Land in Pioneer Business Park - USD ($) | 1 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Apr. 30, 2016 | |
Purchase price | $ 326,629 | ||
Debt Instrument, Face Amount | $ 267,129 | ||
Property for sale | $ 349,000 | $ 399,000 |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Depreciation expense | $ 29,692 | $ 28,228 |
Land in Pioneer Business Park | ||
Impairment | 97,763 | |
Land in Eugene | ||
Impairment | $ 31,843 | $ 0 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment, Net: Property and Improvements (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Text Block [Abstract] | ||
Buildings and improvements | $ 1,360,240 | $ 1,360,240 |
Land | 777,162 | 777,162 |
Furniture and Fixture | 21,421 | 15,271 |
Property, Plant and Equipment, Gross | 2,158,823 | 2,152,673 |
Less: accumulated depreciation | (416,674) | (386,982) |
Property, Plant and Equipment, Net | $ 1,742,149 | $ 1,765,691 |
Note 6 - Accrued Liabilities (D
Note 6 - Accrued Liabilities (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | ||
Accrued salaries and wages | $ 556,588 | $ 514,372 |
Accrued expenses | 55,432 | 74,531 |
Accrued Liabilities | $ 612,020 | $ 588,903 |
Note 7 - Mortgages Payable (Det
Note 7 - Mortgages Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Apr. 30, 2016 | Dec. 31, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | |
Mortgage | $ 613,848 | ||||
Mortgages one | |||||
Debt Instrument, Face Amount | $ 930,220 | ||||
Number of periodic payments | 58 | ||||
Maturity date | Jun. 28, 2018 | ||||
Mortgage | 797,476 | $ 827,322 | |||
Mortgage Loans on Real Estate, Interest Rate | 1.75% | ||||
Debt Instrument, Periodic Payment | $ 5,946 | ||||
Mortgages Two | |||||
Debt Instrument, Face Amount | $ 120,000 | ||||
Number of periodic payments | 56 | ||||
Maturity date | Oct. 15, 2018 | ||||
Mortgage | 105,235 | 107,139 | |||
Mortgage Loans on Real Estate, Interest Rate | 3.00% | ||||
Debt Instrument, Periodic Payment | $ 883 | ||||
Mortgages Three | |||||
Debt Instrument, Face Amount | $ 267,129 | ||||
Maturity date | Jul. 31, 2018 | ||||
Mortgage | 250,868 | 267,129 | |||
Mortgage Loans on Real Estate, Interest Rate | 6.00% | ||||
Payment of loan | $ 15,000 | ||||
Mortgages Four | |||||
Debt Instrument, Face Amount | $ 625,000 | ||||
Maturity date | Mar. 6, 2022 | ||||
Mortgage | $ 613,848 | $ 622,802 | |||
Mortgage Loans on Real Estate, Interest Rate | 5.00% | ||||
Debt Instrument, Periodic Payment | $ 3,355 |
Note 7 - Mortgages Payable_ Sch
Note 7 - Mortgages Payable: Schedule of Maturities of Long-term Debt (Details) | Jun. 30, 2018USD ($) |
Text Block [Abstract] | |
2,019 | $ 7,926 |
2,020 | 8,415 |
2,021 | 8,934 |
2,022 | 588,573 |
Thereafter | 0 |
Net | $ 613,848 |
Note 8 - Convertible Notes Pa_3
Note 8 - Convertible Notes Payable (Details) - USD ($) | Jan. 09, 2017 | Apr. 06, 2016 | Jul. 20, 2017 | Feb. 28, 2017 | Jan. 23, 2017 | Jan. 20, 2017 | Oct. 31, 2016 | Mar. 28, 2016 | Mar. 21, 2016 | Nov. 30, 2016 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Proceeds from Convertible Debt | $ 0 | $ 440,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | 1,191,470 | 225,541 | ||||||||||||
Amortization of debt discount | 930,715 | 655,898 | ||||||||||||
Stock settled debt | $ 0 | $ 350,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 0 | 300,000 | ||||||||||||
Convertible Promissory Note One | ||||||||||||||
Proceeds from Convertible Debt | $ 75,000 | |||||||||||||
Debt Instrument, Face Amount | $ 83,750 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible at any time at the option of the holder into the common stock of the Company at the rate of the lower of (a) $0.25 or (b) 50% of the lowest trading price of the Company’s common stock during the 10 preceding trading days prior to the notice of conversion per $1 of principal. | |||||||||||||
Amortization of Beneficial conversion discount | $ 56,780 | |||||||||||||
Amortization of debt discount | $ 36,752 | $ 20,028 | ||||||||||||
Unamortized debt discount | 0 | 36,752 | ||||||||||||
Convertible Promissory Note One | Common Stock | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 352,163 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 88,041 | |||||||||||||
Convertible Promissory Note Two | ||||||||||||||
Proceeds from Convertible Debt | $ 150,000 | |||||||||||||
Debt Instrument, Face Amount | 175,000 | |||||||||||||
Debt Issuance Costs | $ 25,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Note has a maturity date of October 23, 2017 and interest at 10% per annum with fixed conversion price of 50% of the lowest closing price for the 10 trading days prior to the conversion date. | |||||||||||||
Amortization of Beneficial conversion discount | $ 325,000 | $ 136,905 | 188,095 | |||||||||||
Unamortized beneficial conversion | 0 | 136,905 | ||||||||||||
Amortization of debt discount | $ 10,531 | 14,469 | ||||||||||||
Unamortized debt discount | 10,531 | |||||||||||||
Stock settled debt | $ 175,000 | |||||||||||||
Convertible Promissory Note Two | Common Stock | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 13,403,839 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 175,000 | |||||||||||||
Convertible Promissory Note Two | Warrant | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 150,000 | |||||||||||||
Exercise price | $ 0.85 | |||||||||||||
Warrant expiration | 21 months | |||||||||||||
Convertible Promissory Note Three | ||||||||||||||
Proceeds from Convertible Debt | $ 75,000 | |||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||
Debt Issuance Costs | $ 10,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Note had a maturity date of six (6) months from the date of issue and interest at 10% per annumwith fixed conversion price of $0.25. | |||||||||||||
Amortization of Beneficial conversion discount | $ 68,000 | 50,488 | 17,512 | |||||||||||
Unamortized beneficial conversion | 0 | 50,488 | ||||||||||||
Amortization of debt discount | 18,562 | 6,438 | ||||||||||||
Unamortized debt discount | 0 | 18,562 | ||||||||||||
Convertible Promissory Note Three | Common Stock | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 110,000 | 440,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 27,500 | $ 110,000 | ||||||||||||
Convertible Promissory Note Four | ||||||||||||||
Proceeds from Convertible Debt | $ 25,000 | |||||||||||||
Debt Instrument, Face Amount | $ 0 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Maturity Date | Apr. 4, 2017 | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible at any time at the option of the holder into the common stock of the Company at the rate of the lower of (a) $0.25 or (b) 60% of the lowest trading price of the Company’s common stock during the 20 preceding trading days prior to the notice of conversion per $1 of principal. | |||||||||||||
Amortization of Beneficial conversion discount | $ 0 | |||||||||||||
Amortization of debt discount | 19,041 | 5,959 | ||||||||||||
Unamortized debt discount | 0 | $ 19,041 | ||||||||||||
Convertible Promissory Note Five | ||||||||||||||
Proceeds from Convertible Debt | $ 165,000 | |||||||||||||
Debt Issuance Costs | $ 15,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Note was due July 20, 2017 and bears an interest rate of 10% and is convertible into shares of the Company's common stock at $.85 per share, unless the event of a default, at which time the conversion rate changes to a fixed 50% discount to the lowest prior 10 day trading price. | |||||||||||||
Amortization of Beneficial conversion discount | $ 110,000 | $ 115,470 | 124,530 | |||||||||||
Unamortized beneficial conversion | 0 | 15,470 | ||||||||||||
Amortization of debt discount | 2,762 | 22,238 | ||||||||||||
Unamortized debt discount | 0 | 2,762 | ||||||||||||
Exercise price | $ 0.85 | |||||||||||||
Convertible Promissory Note Five | Common Stock | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,023,320 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 165,000 | |||||||||||||
Convertible Promissory Note Five | Warrant | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 150,000 | |||||||||||||
Warrant expiration | 1 year | |||||||||||||
Convertible Promissory Note Six | ||||||||||||||
Proceeds from Convertible Debt | $ 150,000 | |||||||||||||
Debt Instrument, Face Amount | 175,000 | |||||||||||||
Debt Issuance Costs | $ 25,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Maturity Date | Jan. 9, 2018 | |||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Note has a maturity date of January 9, 2018 and interest at 10% per annum with fixed conversion price of 50% of the lowest closing price for the 10 trading days prior to the conversion date. | |||||||||||||
Amortization of Beneficial conversion discount | $ 325,000 | 153,151 | ||||||||||||
Unamortized beneficial conversion | 0 | 171,849 | ||||||||||||
Amortization of debt discount | 11,781 | |||||||||||||
Unamortized debt discount | $ 0 | $ 13,219 | ||||||||||||
Stock settled debt | $ 175,000 | |||||||||||||
Convertible Promissory Note Six | Common Stock | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,583,632 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 175,000 |
Note 8 - Convertible Notes Pa_4
Note 8 - Convertible Notes Payable: Schedule of convertible notes payable (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Disclosure Text Block [Abstract] | ||
Principal amount | $ 0 | $ 515,000 |
Liability on stock settled debt | 0 | 350,000 |
Less: unamortized debt discount | 0 | (350,736) |
Convertible notes payable, net | $ 0 | $ 514,264 |
Note 9 - Capital Stock (Details
Note 9 - Capital Stock (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock, par or stated value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Stock issued during the period for services | 7,199,376 | |
Stock based compensation, Value | $ 281,981 | |
Shares issued in private placement, Shares | 6,400,000 | |
Shares issued in private placement, Value | $ 232,000 | $ 0 |
Shares issued for settlement of accrued payroll, Shares | 4,466,667 | |
Shares issued for settlement of accrued payroll, Value | $ 134,000 | |
Stock based compensation | $ 852,334 | |
Shares issued for settlement of advance, Shares | 1,333,333 | |
Shares issued for settlement of advance, Value | $ 40,000 | |
Beneficial conversion feature | $ 253,333 | |
Shares issued as part of purchase price for property acquisition | 50,000 | |
Exercise of options,Value | $ 400,000 | |
Exercise of options, Shares | (1,000,000) | |
Exercise of options issuable | 250,000 | |
Shares issued to satisfy liability, Shares | 44,010,791 | |
Options outstanding intrinsic value | $ 0 | |
Common Stock | ||
Shares issued in private placement, Value | $ 6,400 | |
Shares issued due to conversion of convertible notes and unpaid interest | 44,010,791 | 902,163 |
Shares issued as part of purchase price for property acquisition | 50,000 | |
Exercise of options,Value | $ 1,000 | |
Minimum | ||
Share price | $ 0.03 | |
Maximum | ||
Share price | $ 0.04 | |
Board of Directors | ||
Stock issued during the period for services | 21,924 | |
Stock based compensation, Value | $ 175,326 | |
Stock based compensation, Shares | 4,565,259 | |
2015 Equity Incentive Plan | ||
Number of Shares Authorized | 2,000,000 | |
Plan Expiration Period | 10 years | |
Number of Grants Available | 2,000,000 | |
Option Period | 5 years |
Note 9 - Capital Stock _ Schedu
Note 9 - Capital Stock : Schedule of Warrant activity (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Text Block [Abstract] | ||
Warrants, Outstanding, Beginning Balance | 300,000 | 0 |
Warrants, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.85 | $ 0 |
Warrants, Outstanding, Weighted Average Remaining Contractual Life | 1 month 20 days | 6 months 29 days |
Warrants, Granted | 0 | 300,000 |
Warrants, Granted, Weighted Average Exercise Price | $ 0 | $ 0.85 |
Warrants, Exercised | 0 | 0 |
Warrants, Exercised, Weighted Average Exercise Price | $ 0 | $ 0 |
Warrants, Forfeited | (150,000) | 0 |
Warrants, Forfeited, Weighted Average Exercise Price | $ 0 | $ 0 |
Warrants, Outstanding, Ending Balance | 150,000 | 300,000 |
Warrants, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 0.85 | $ 0.85 |
Warrants, Aggregate Intrinsic Value | $ 0 | $ 0 |
Warrants, Exercisable | 150,000 | |
Warrants, Exercisable, Weighted Average Exercise Price | $ 0.85 | |
Warrants, Exercisable, Weighted Average Remaining Contractual Life | 1 month 20 days | |
Warrants, Exercisable, Aggregate Intrinsic Value | $ 0 |
Note 9 - Capital Stock_ Schedul
Note 9 - Capital Stock: Schedule of Assumptions Used to Estimate the Fair Values of Warrants (Details) | 12 Months Ended |
Jun. 30, 2018$ / shares | |
Minimum | |
Fair value of underlying common | $ 0.03 |
Maximum | |
Fair value of underlying common | 0.04 |
Warrant [Member] | |
Exercise price | $ 0.85 |
Dividend rate | 0.00% |
Warrant [Member] | Minimum | |
Fair value of underlying common | $ 1.06 |
Term | 12 months |
Historical volatility | 161.40% |
Risk free interest rate | 0.82% |
Warrant [Member] | Maximum | |
Fair value of underlying common | $ 1.12 |
Term | 21 months |
Historical volatility | 163.70% |
Risk free interest rate | 1.16% |
Note 9 - Capital Stock_ Sched_2
Note 9 - Capital Stock: Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Text Block [Abstract] | ||
Outstanding, Beginning Balance | 500,000 | 1,500,000 |
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 0.40 | $ 0.40 |
Outstanding, Beginning Balance, Weighted Average Grant Date Fair Value | $ 0.52 | $ 0.52 |
Options issued | 0 | |
Options issued, Weighted Average Exercise Price | $ 0 | |
Options issued, Weighted Average Grant Date Fair Value | $ 0 | |
Options expired | 0 | |
Options expired, Weighted Average Exercise Price | $ 0 | |
Options expired, Weighted Average Grant Date Fair Value | $ 0 | |
Exercised | (1,000,000) | |
Exercised, Weighted Average Exercise Price | $ 0.40 | |
Options Exercised, Weighted Average Grant Date Fair Value | $ 0.52 | |
Outstanding, Ending Balance | 500,000 | 500,000 |
Outstanding, Ending Balance, Weighted Average Exercise Price | $ 0.40 | $ 0.40 |
Outstanding, Ending Balance, Weighted Average Grant Date Fair Value | $ 0.52 | $ 0.52 |
Outstanding, Weighted Average Remaining Term in Years | 6 months 29 days | 6 months 29 days |
Note 9 - Capital Stock_ Sched_3
Note 9 - Capital Stock: Schedule of vested and unvested options outstanding (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Text Block [Abstract] | ||
Outstanding, Beginning Balance | 0 | 1,000,000 |
Outstanding, Beginning BalanceWeighted Average Price | $ 0 | $ 0.40 |
Outstanding, Beginning Balance, Weighted Average Grant Date Fair Value | $ 0 | $ 0.52 |
Options issued | 0 | |
Options issued, Weighted Average Exercise Price | $ 0 | |
Options issued, Weighted Average Grant Date Fair Value | $ 0 | |
Vested | 1,000,000 | |
Vested, Weighted Average Price | $ 0.40 | |
Vested, Weighted Average Price Grant Date Fair Value | $ 0.52 | |
Options expired | 0 | |
Options expired, Weighted Average Exercise Price | $ 0 | |
Options expired, Weighted Average Grant Date Fair Value | $ 0 | |
Exercised | (1,000,000) | |
Exercised, Weighted Average Exercise Price | $ 0.40 | |
Options Exercised, Weighted Average Grant Date Fair Value | $ 0.52 | |
Outstanding, Ending Balance | 0 | 0 |
Outstanding, Ending Balance, Weighted Average Exercise Price | $ 0 | $ 0 |
Outstanding, Ending Balance, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Outstanding, Weighted Average Remaining Term in Years | 1 month 20 days | 6 months 29 days |
Note 10 - Related Party Trans_2
Note 10 - Related Party Transactions (Details) | 12 Months Ended | |
Jun. 30, 2018USD ($)ft²shares | Jun. 30, 2017USD ($) | |
Area of Real Estate Property | ft² | 6,000 | |
Advances from related parties | $ 100,000 | $ 100,000 |
Netting Payroll payable | 62,000 | |
Due from related party | $ 40,268 | $ 0 |
Chief Executive Officer | ||
Description Leasing Arrangements, Operating Lease | The lease term begins once the tenant improvements are completed and the premises are occupied and continues for a period of 36 months. Four unit lease terms began in the fiscal year ended June 30, 2016, with cash payments commencing on all four units leases in the fiscal year ended June 30, 2017. | |
Director | ||
Advances from related parties | $ 45,000 | |
Conversion of advances into common stock, Shares | shares | 1,333,333 | |
Conversion of advances into common stock, Value | $ 40,000 | |
Outstanding advances | $ 5,000 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Corporate income tax rate | 21.00% | |
Statutory rate | 21.00% | |
Tax interest or penalties | $ 0 | $ 0 |
Payments for option | 74,000 | 51,500 |
Payment from related party | 48,000 | $ 26,000 |
Option contract forfeited | (25,900) | |
WCS Enterprises, LLC | Minimum | ||
Contract Obligation | 100,000 | |
WCS Enterprises, LLC | Maximum | ||
Contract Obligation | $ 150,000 |
Note 11 - Income Taxes_ Schedul
Note 11 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Table Text Block Supplement [Abstract] | ||
Total current | $ 0 | $ 0 |
Total deferred | 0 | 0 |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Note 11 - Income Taxes_ Sched_2
Note 11 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | ||
Expected benefit at federal statutory rate | $ 670,000 | $ 549,000 |
Non-deductible expenses | (554,000) | (156,000) |
Change in valuation allowance | (116,000) | (393,000) |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 |
Note 11 - Income Taxes_ Sched_3
Note 11 - Income Taxes: Schedule of Deferred Tax Assets and liabilities (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 2,993,000 | $ 2,930,000 |
Deferred payroll | 150,000 | 139,000 |
Impairments | 109,000 | 103,000 |
Other | 29,000 | 0 |
Total deferred tax assets | 3,281,000 | 3,172,000 |
Deferred tax liabilities | ||
Deferred revenue | 0 | (7,000) |
Total deferred tax liabilities | 0 | (7,000) |
Change in effective tax rates | 0 | 715,000 |
Net deferred tax assets | 3,281,000 | 3,165,000 |
Less valuation allowance | (3,281,000) | (3,165,000) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details) - USD ($) | Aug. 02, 2018 | Jul. 31, 2018 | Jul. 01, 2018 | Aug. 31, 2018 | Jun. 30, 2018 | Jun. 22, 2018 | Jun. 30, 2017 |
Increase in authorised capital | 180,000,000 | ||||||
Common stock | 94,204,741 | 175,000,000 | 30,795,375 | ||||
Preferred stock | 0 | 5,000,000 | 0 | ||||
Restricted stock issued for compensation, value | $ 281,981 | ||||||
Stock issued during the period for services | 7,199,376 | ||||||
Subsequent Event [Member] | |||||||
Subsequent event description | In July and August 2018, the Company commenced a private offering of its common stock and through the date of this report raised gross proceeds of $1,165,000. Approximately $900,000 of these proceeds were used to retire two mortgages on the WCS condo rental property | ||||||
Subsequent Event [Member] | Officers And Directors | |||||||
Stock issued during the period for services | 1,000,000 | ||||||
Subsequent Event [Member] | Chief financial officer | |||||||
Compensation | $ 2,500 | ||||||
Subsequent Event [Member] | Employment Agreement | CEO and President | Restricted Stock [Member] | |||||||
Restricted stock issued for compensation, Shares | 3,000,000 | ||||||
Restricted stock issued for compensation, value | $ 240,000 | ||||||
Share Price | $ 0.08 |