Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Sep. 24, 2018 | Dec. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Hypersolar, Inc. | ||
Entity Central Index Key | 1,481,028 | ||
Trading Symbol | HYSR | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,749,550 | ||
Entity Common Stock, Shares Outstanding | 885,073,786 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
CURRENT ASSETS | ||
Cash | $ 97,326 | $ 80,133 |
Prepaid expense | 3,942 | 4,167 |
TOTAL CURRENT ASSETS | 101,268 | 84,300 |
PROPERTY & EQUIPMENT | ||
Computers and peripherals | 8,100 | 6,218 |
Less: accumulated depreciation | (6,427) | (6,218) |
NET PROPERTY AND EQUIPMENT | 1,673 | |
OTHER ASSETS | ||
Deposits | 900 | 900 |
Domain, net of amortization of $3,514 and $3,160, respectively | 1,801 | 2,155 |
Patents, net of amortization of $4,642 and $0, respectively | 90,930 | 78,478 |
TOTAL OTHER ASSETS | 93,631 | 81,533 |
TOTAL ASSETS | 196,572 | 165,833 |
CURRENT LIABILITIES | ||
Accounts payable | 111,088 | 103,112 |
Accrued expenses | 467,822 | 401,626 |
Derivative liability | 10,857,698 | 2,482,842 |
Convertible promissory notes, net of debt discount of $144,286 and $66,335, respectively | 405,714 | 238,665 |
TOTAL CURRENT LIABILITIES | 11,842,322 | 3,226,245 |
LONG TERM LIABILITIES | ||
Convertible promissory notes, net of debt discount of $5,114 and $38,514, respectively | 1,369,686 | 1,189,486 |
TOTAL LONG TERM LIABILITIES | 1,369,686 | 1,189,486 |
TOTAL LIABILITIES | 13,212,008 | 4,415,731 |
COMMITMENTS AND CONTINGENCIES (SEE NOTE 8) | ||
SHAREHOLDERS' DEFICIT | ||
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares, no shares issued or outstanding | ||
Common Stock, $0.001 par value; 1,000,000,000 authorized common shares 852,458,018 and 699,483,259 shares issued and outstanding, respectively | 852,458 | 699,483 |
Additional Paid in Capital | 8,131,620 | 6,850,736 |
Accumulated deficit | (21,999,514) | (11,800,117) |
TOTAL SHAREHOLDERS' DEFICIT | (13,015,436) | (4,249,898) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 196,572 | $ 165,833 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Amortization of domain | $ 3,514 | $ 3,160 |
Amortization of patents | 4,642 | 0 |
Convertible promissory notes, net of debt discount for current liabilities | 144,286 | 66,335 |
Convertible promissory notes, net of debt discount for long term liabilities | $ 5,114 | $ 38,514 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, shares issued | 852,458,018 | 699,483,259 |
Common Stock, shares outstanding | 852,458,018 | 699,483,259 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 499,884 | 461,385 |
Research and development cost | 245,738 | 140,286 |
Depreciation and amortization | 5,205 | 514 |
TOTAL OPERATING EXPENSES | 750,827 | 602,185 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | (750,827) | (602,185) |
OTHER INCOME/(EXPENSES) | ||
Loss on conversion of debt | (945,943) | (761,465) |
(Loss) Gain on change in derivative liability | (8,168,061) | 3,953,678 |
Interest expense | (334,566) | (346,297) |
TOTAL OTHER (EXPENSES) INCOME | (9,448,570) | 2,845,916 |
NET (LOSS) INCOME | $ (10,199,397) | $ 2,243,731 |
BASIC (LOSS) EARNINGS PER SHARE | $ (0.013) | $ 0.004 |
DILUTED (LOSS) EARNINGS PER SHARE | $ (0.013) | $ 0.002 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
BASIC | 758,786,508 | 637,798,226 |
DILUTED | 758,786,508 | 960,785,068 |
Statements of Shareholders' Def
Statements of Shareholders' Deficit - USD ($) | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2016 | $ 589,553 | $ 5,655,520 | $ (14,043,848) | $ (7,798,775) | |
Balance, shares at Jun. 30, 2016 | 589,552,961 | ||||
Issuance of common stock for conversion of debt and accrued interest | $ 109,930 | 1,192,529 | 1,302,459 | ||
Issuance of common stock for conversion of debt and accrued interest, shares | 109,930,298 | ||||
Stock based compensation | 2,687 | 2,687 | |||
Net income loss | 2,243,731 | 2,243,731 | |||
Balance at Jun. 30, 2017 | $ 699,483 | 6,850,736 | (11,800,117) | (4,249,898) | |
Balance, shares at Jun. 30, 2017 | 699,483,259 | ||||
Issuance of common stock for conversion of debt and accrued interest | $ 152,975 | 1,252,171 | 1,405,146 | ||
Issuance of common stock for conversion of debt and accrued interest, shares | 152,974,759 | ||||
Stock based compensation cost | 28,713 | 28,713 | |||
Net income loss | (10,199,397) | (10,199,397) | |||
Balance at Jun. 30, 2018 | $ 852,458 | $ 8,131,620 | $ (21,999,514) | $ (13,015,436) | |
Balance, shares at Jun. 30, 2018 | 852,458,018 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (10,199,397) | $ 2,243,731 |
Adjustment to reconcile net (loss) income to net cash used in operating activities | ||
Depreciation & amortization expense | 5,205 | 514 |
Stock based compensation | 28,713 | 2,687 |
Loss (Gain) on change in derivative liability | 8,168,061 | (3,953,677) |
Loss on conversion of debt | 945,943 | 761,465 |
Amortization of debt discount recorded as interest expense | 162,243 | 199,479 |
(Increase) Decrease in change in assets: | ||
Prepaid expense | 225 | (4,167) |
Increase (Decrease) in change in liabilities: | ||
Accounts payable | 7,977 | 29,851 |
Accrued expenses | 172,199 | 146,819 |
NET CASH USED IN OPERATING ACTIVITIES | (708,831) | (573,299) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (1,882) | |
Purchase of intangible assets | (17,094) | (41,455) |
NET CASH USED IN INVESTING ACTIVITIES: | (18,976) | (41,455) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 745,000 | 575,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 745,000 | 575,000 |
NET INCREASE (DECREASE) IN CASH | 17,193 | (39,754) |
CASH, BEGINNING OF YEAR | 80,133 | 119,887 |
CASH, END OF YEAR | 97,326 | 80,133 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 38 | |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Fair value of common stock upon conversion of convertible notes and accrued interest | $ 1,405,146 | $ 1,302,459 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Organization HyperSolar, Inc. (the “Company”) was incorporated in the state of Nevada on February 18, 2009. The Company, based in Santa Barbara, California, began operations on February 19, 2009 to develop and market a solar concentrator technology. Line of Business The company is currently developing a novel solar-powered nanoparticle system that mimics photosynthesis to separate hydrogen from water. We intend for technology of this system to be licensed for the production of renewable hydrogen to produce renewable electricity and hydrogen for fuel cells. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has historically obtained funds through private placement offerings of equity and debt. Management believes that it will be able to continue to raise funds by sale of its securities to its existing shareholders and prospective new investors to provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business. There is no assurance that the Company will be able to continue raising the required capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of HyperSolar, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of intangible assets, and the deferred tax valuation allowance. Actual results could differ from those estimates. Property and Equipment Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: Computers and peripheral equipment 5 Years Depreciation expense for the years ended June 30, 2018 and 2017 was $209 and $159, respectively. Stock based Compensation The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period. Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used the Black Scholes pricing model to value the stock option awards which incorporate the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. On March 31, 2015, the Company granted 250,000 stock options with an exercise price of $0.02245 per share, which have fully vested and expires March 31, 2020. On October 2, 2017, the Company granted an additional 10,000,000 stock options with an exercise price of $0.01 per share, which vest one third (1/3) immediately, and the remaining vest one third (1/3) each year thereafter and expire October 2, 2022. Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. During the years ended June 30, 2018 and 2017, the Company reviewed the capitalized patents for impairment in accordance with ASC 350, and determined there was no impairment. Intangible assets that have finite useful lives continue to be amortized over their useful lives. Useful Lives 6/30/2018 6/30/2017 15 years Domain-gross $ 5,315 $ 5,315 Less accumulated amortization (3,514 ) (3,160 ) Domain-net $ 1,801 $ 2,155 Patents-gross $ 95,572 $ 78,478 Less accumulated amortization (4,642 ) - Patents-net $ 90,930 $ 78,478 The Company recognized amortization expense of $4,996 and $355 for the years ended June 30, 2018 and 2017. Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the year ended June 30, 2018, the Company calculated the dilutive impact of the outstanding stock options of 10,250,000, and the convertible debt of $1,924,800, which is convertible into shares of common stock. The stock options and the convertible debt were not included in the calculation of net earnings per share, because their impact was antidilutive. For the year ended June 30, 2017, the Company calculated the dilutive impact of the outstanding stock options of 250,000, and the convertible debt of $1,533,000, which is convertible into shares of common stock. The stock options of $250,000, and the convertible debt of $1,228,000 were included in the calculation of net earnings per share, because their impact was dilutive. The remaining $305,000 in convertible debt was not included in the calculation of net earnings per share, because the impact was anti-dilutive. For the years ended June 30, 2018 2017 Income (Loss) to common shareholders (Numerator) $ (10,199,397 ) $ 2,243,731 Basic weighted average number of common shares outstanding (Denominator) 758,786,508 637,798,226 Diluted weighted average number of common shares outstanding (Denominator) 758,786,508 960,785,068 Fair Value of Financial Instruments Fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2018, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2018 and 2017 (See Note 6): Total (Level 1) (Level 2) (Level 3) Liabilities Derivative liability measured at fair value at 6/30/2018 $ 10,857,698 $ - $ - $ 10,857,698 Derivative liability measured at fair value at 6/30/2017 $ 2,482,842 $ - $ - $ 2,482,842 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of June 30, 2016 $ 6,230,102 Fair value of derivative liabilities issued 206,418 Gain on change in derivative liability (3,953,678 ) Balance as of July 1, 2017 $ 2,482,842 Fair value of derivative liabilities issued 206,795 Loss on change in derivative liability 8,168,061 Balance as of June 30, 2018 $ 10,857,698 Research and Development Research and development costs are expensed as incurred. Total research and development costs were $245,738 and $140,286 for the years ended June 30, 2018 and 2017, respectively. Income Taxes Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than (50%) fifty percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 (twelve) months of the balance sheet date. Recently Issued Accounting Pronouncements In May 2017, FASB issued accounting standards update ASU-2017-09, “Compensation-Stock Compensation” (Topic 718) –Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period for public entities for reporting periods for which financial statements have not yet been issued, and all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of the adoption of ASU 2017-09 on the Company’s financial statements. In August 2017, FASB issued accounting standards update ASU-2017-12, “D” (Topic 815) – “Targeted Improvements to Accounting for Hedging Activities”, to require an entity to present the earnings effect of the hedging instrument in the same statement line item in which the earnings effect of the hedged item is reported. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods with the fiscal years beginning after December 15, 2020. Early adoption is permitted in any interim period after issuance of the update. The Company is currently evaluating the impact of the adoption of ASU-2017 on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Capital Stock
Capital Stock | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
CAPITAL STOCK | 3. CAPITAL STOCK During the year ended June 30, 2018, the Company issued 152,974,759 shares of common stock upon conversion of convertible notes in the amount of $353,200 in principal, plus accrued interest of $106,003, with an aggregate fair value loss on settlement of $945,943, based upon conversion prices of $0.0070 and $0.0165. During the year ended June 30, 2017, the Company issued 109,930,298 shares of common stock upon the conversion of $426,363 in principal, plus accrued interest of $114,631, with an aggregate fair value loss of $761,465 at prices ranging from $0.01 to $0.0145. |
Stock Options
Stock Options | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS | 4. STOCK OPTIONS Options As of June 30, 2018, 10,250,000 non-qualified common stock options were outstanding. Each option expires on the date specified in the option agreement, which date is not later than the fifth (5 th A summary of the Company’s stock option activity and related information follows: 6/30/2018 6/30/2017 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of period 250,000 $ 0.0103 500,000 $ 0.03 Granted 10,000,000 - - - Exercised - - - - Forfeited/Expired - - (250,000 ) $ 0.04 Outstanding, end of period 10,250,000 $ 0.0103 250,000 $ 0.02 Exercisable at the end of period 3,583,333 $ 0.0095 250,000 $ 0.02 The weighted average remaining contractual life of options outstanding as of June 30, 2018 and 2017 was as follows: 6/30/2018 6/30/2017 Exercisable Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.02 250,000 250,000 1.75 $ 0.02 250,000 250,000 2.50 $ 0.01 10,000,000 3,333,333 4.26 $ - - - - 10,250,000 3,583,333 250,000 250,000 The stock-based compensation expense recognized in the statement of operations during the year ended June 30, 2018 and 2017, related to the granting of these options was $28,713 and $2,688, respectively. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES As of June 30, 2018, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes, net of debt discount $ 1,775,400 Less current portion 405,714 Total long-term liabilities $ 1,369,686 Maturities of long-term debt for the next three years are as follows: Years Ending June 30, Amount 2019 $ - 2020 24,800 2021 540,000 2022 609,886 2023 195,000 $ 1,369,686 At June 30, 2018, the $1,924,800 in convertible promissory notes had a remaining debt discount of $149,400, leaving a net balance of $1,775,400. On May 23, 2014, the Company issued a 10% convertible promissory note (the “May Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $50,000. The Company received additional tranches in the amount of $415,000 for an aggregate sum of $465,000. The May Note matured on May 23, 2015 and was extended to February 23, 2016. A second extension was granted to November 23, 2016. On January 19, 2017, the investor extended the May Note for an additional sixty (60) months from the effective date of each tranche, which matures on November 23, 2021.The May Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.0048 per share or fifty percent (50%) of the lowest trading price after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the May Note such that would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The Company issued 115,737,890 shares of common stock upon conversion of $228,000 in principal, plus accrued interest of $68,642, with an aggregate fair value loss of $945,943. The May Note as of June 30, 2018 was converted in full. On April 9, 2015, the Company issued a 10% convertible promissory note (the “April Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $50,000. The Company received additional tranches in the amount of $450,000 for an aggregate sum of $500,000. The April Note matured nine (9) months from the effective dates of each respective tranche. A second extension was granted to October 9, 2016. On January 19, 2017, the investor extended the April Note for an additional (60) months from the effective date of each tranche, which matures on January 28, 2021.The April Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective advance or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the April Note such that would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. During the period ended June 30, 2018, the Company issued 37,236,868, upon conversion of 125,200, plus accrued interest of $37,362, with a fair value loss of $262,704. The balance of the April Note as of June 30, 2018 was $374,800. On January 28, 2016, the Company issued a 10% convertible promissory note (the “January Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $10,000. The Company received additional tranches in the amount of $490,000 for an aggregate sum of $500,000. The January Note matures twelve (12) months from the effective dates of each respective tranche. On January 19, 2017, the investor extended the January Note for an additional sixty (60) months from the effective date of each tranche, which matures on January 27, 2022.The January Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the January Note such that would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $38,514 during the year ended June 30, 2018. The balance of the January Note as of June 30, 2018 was $500,000. On February 3, 2017, the Company issued a 10% convertible promissory note (the “February Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $60,000. The Company received additional tranches in the amount of $440,000 for an aggregate sum of $500,000. The February Note matures twelve (12) months from the effective dates of each respective tranche. The February Note matures on February 3, 2018, with an automatic extension of sixty (60) months from the effective date of each tranche. The February Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the February Note such that would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $92,870 during the year ended June 30, 2018. The balance of the February Note as of June 30, 2018 was $500,000. On November 9, 2017, for the sale of a 10% convertible promissory note (the “November Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $45,000. The Company received additional tranches in the amount of $455,000 for an aggregate sum of $500,000. The November Note matures twelve (12) months from the effective dates of each respective tranche. The November Note matures on November 9, 2018, with an automatic extension of sixty (60) months from the effective date of each tranche. The November Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the November Note such that would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $30,671 during the year ended June 30, 2018. The balance of the November Note as of June 30, 2018 was $500,000. On June 27, 2018, for the sale of a 10% convertible promissory note (the “June Note”) in the aggregate principal amount of up to $500,000. Upon execution of the convertible promissory note, the Company received a tranche of $50,000. The June Note matures twelve (12) months from the effective dates of each respective tranche. The June Note matures on June 27, 2019, with an automatic extension of sixty (60) months from the effective date of each tranche. The June Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the June Note such that would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $188 during the year ended June 30, 2018. The balance of the June Note as of June 30, 2018 was $50,000. ASC Topic 815 provides guidance applicable to convertible debt issued by the Company in instances where the number into which the debt can be converted is not fixed. For example, when a convertible debt converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that the embedded conversion option of the convertible debt be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives under accounting standards, the Company recorded a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the embedded derivative. The discount is amortized over the life of the convertible debt, and the derivative liability is adjusted periodically according to stock price fluctuations. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 6. DERIVATIVE LIABILITIES The convertible notes (the “Notes”) issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. During the year ended June 30, 2018, as a result of the Notes issued that were accounted for as derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $206,795, based upon the Binomial lattice formula. We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the Notes. During the year ended June 30, 2018, the Company recorded a net loss in change in derivative of $8,168,061 in the statement of operations due to the change in fair value of the remaining Notes. At June 30, 2018, the fair value of the derivative liability was $10,857,698. For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice formula. The significant assumptions used in the Binomial lattice formula of the derivatives are as follows: Risk free interest rate 2.09% - 2.73% Stock volatility factor 80.0% - 183.0% Weighted average expected option life 1 year - 5 year Expected dividend yield None |
Deferred Tax Benefit
Deferred Tax Benefit | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
DEFERRED TAX BENEFIT | 7. DEFERRED TAX BENEFIT The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2015. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amount when the realization is uncertain. Included in the balance at June 30, 2018 and 2017, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended June 30, 2018 and 2017, the Company did not recognize interest or penalties. At June 30, 2018, the Company had net operating loss carry-forwards of approximately $5,829,800, which expires 20 years after the NOL year. No tax benefit has been reported in the June 30, 2018 and 2017 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended June 30, 2018 and 2017 due to the following: 6/30/2018 6/30/2017 Book income (loss) $ (4,079,759 ) $ 897,493 Non deductible expenses 3,791,305 (1,136,941 ) Depreciation and amortization (395 ) (1,018 ) Valuation Allowance 288,849 240,466 Income tax expense $ - $ - Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax liabilities consist of the following components as of June 30, 2018 and 2017: 6/30/2018 6/30/2017 Deferred tax assets: NOL carryover $ 2,331,918 $ 2,048,129 Research & development 69,449 51,988 Related party accrual 76,500 76,500 Deferred tax liabilites: Depreciation and amortization (4,352 ) (3,368 ) Less Valuation Allowance (2,473,515 ) (2,173,249 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. The Company is still in the process of analyzing the impact to the Company of the TCJA. Where the Company has been able to make reasonable estimates of the effects related to which its analysis is not yet complete, the Company has recorded provisional amounts. The ultimate impact to the Company’s financial statements of the TCJA may differ from the provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the TCJA. The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES The Company rents office space on a month-to-month rental in the amount of $900, which is due by the fifteenth of each month. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following events: On July 12, 2018, the Company filed a Certificate of Designation with the Secretary of State of Nevada which designates 1,000, shares of the Company’s preferred stock par value $0.001 per shares, as Series A Preferred Stock. Pursuant to the terms of the Designation, holders of Series A Preferred Stock shall not be entitled to dividends or a liquidation preference and shall have no conversion rights. The holders of Series A Preferred Stock shall have the right to vote separately as a class in an amount equal to 90% of the total vote with respect to a proposal related to (a) any amendment to the Company’s Articles of Incorporation changing the name of the Company, (b) increasing the authorized share capital of the Company, (c) any amendment to the Company’s Bylaws, and (d) effecting any reverse stock split of the Company’s issued and outstanding shares of capital stock. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock. The shares of Series A Preferred stock shall be redeemed automatically at par value, upon the earlier of (i) the expiration of 120 days after the effective date of the Designation, (ii) the Company’s CEO no longer services as an officer, director or consultant of the Company or (iii) the date the Company’s shares of common stock first trades on a national securities exchange. Effective July 12, 2018, the Board of Directors of the Company approved the issuance of 1,000 newly designated Series A Preferred Stock to its CEO, Timothy Young. On July 17, 2018, a lender extended the February Note for sixty (60) months from the effective date. The terms and conditions remained unchanged. On July 23, 2018, the Company received $63,000 in consideration upon the execution of a 10% unsecured convertible note (“July Note”) in the aggregate principal amount of up to $63,000. The July Note is convertible into shares of common stock of the Company at a price equal to 61% of the average lowest two (2) trading prices per common stock during the fifteen (15) trading days prior to the conversion date. On August 10, 2018, the Company received $100,000 in consideration upon the execution of a 10% unsecured convertible note (“August Note”) for an aggregate principal amount of up to $500,000. The August Note is convertible into shares of common stock of the Company at a price equal to the lesser of a) $0.005 per share of common stock or b) sixty-one (61%) of the lowest trade price per common stock recorded on any trade day after the effective date. On September 5, 2018, the Company issued 32,615,768 shares of common stock, upon partial conversion of principal in the amount of $44,500, plus accrued interest of $14,208 associated with the April Note. On September 13, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 1,000,000,000 to 3,000,000,000 On September 19, 2018, the Company entered into a consulting agreement with GreenTech Development Corporation for assistance in the development and commercialization of the Company’s Technology. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of intangible assets, and the deferred tax valuation allowance. Actual results could differ from those estimates. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: Computers and peripheral equipment 5 Years Depreciation expense for the years ended June 30, 2018 and 2017 was $209 and $159, respectively. |
Stock based Compensation | Stock based Compensation The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period. Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used the Black Scholes pricing model to value the stock option awards which incorporate the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. On March 31, 2015, the Company granted 250,000 stock options with an exercise price of $0.02245 per share, which have fully vested and expires March 31, 2020. On October 2, 2017, the Company granted an additional 10,000,000 stock options with an exercise price of $0.01 per share, which vest one third (1/3) immediately, and the remaining vest one third (1/3) each year thereafter and expire October 2, 2022. |
Intangible Assets | Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. During the years ended June 30, 2018 and 2017, the Company reviewed the capitalized patents for impairment in accordance with ASC 350, and determined there was no impairment. Intangible assets that have finite useful lives continue to be amortized over their useful lives. Useful Lives 6/30/2018 6/30/2017 15 years Domain-gross $ 5,315 $ 5,315 Less accumulated amortization (3,514 ) (3,160 ) Domain-net $ 1,801 $ 2,155 Patents-gross $ 95,572 $ 78,478 Less accumulated amortization (4,642 ) - Patents-net $ 90,930 $ 78,478 The Company recognized amortization expense of $4,996 and $355 for the years ended June 30, 2018 and 2017. |
Net Earnings (Loss) per Share Calculations | Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the year ended June 30, 2018, the Company calculated the dilutive impact of the outstanding stock options of 10,250,000, and the convertible debt of $1,924,800, which is convertible into shares of common stock. The stock options and the convertible debt were not included in the calculation of net earnings per share, because their impact was antidilutive. For the year ended June 30, 2017, the Company calculated the dilutive impact of the outstanding stock options of 250,000, and the convertible debt of $1,533,000, which is convertible into shares of common stock. The stock options of $250,000, and the convertible debt of $1,228,000 were included in the calculation of net earnings per share, because their impact was dilutive. The remaining $305,000 in convertible debt was not included in the calculation of net earnings per share, because the impact was anti-dilutive. For the years ended June 30, 2018 2017 Income (Loss) to common shareholders (Numerator) $ (10,199,397 ) $ 2,243,731 Basic weighted average number of common shares outstanding (Denominator) 758,786,508 637,798,226 Diluted weighted average number of common shares outstanding (Denominator) 758,786,508 960,785,068 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2018, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2018 and 2017 (See Note 6): Total (Level 1) (Level 2) (Level 3) Liabilities Derivative liability measured at fair value at 6/30/2018 $ 10,857,698 $ - $ - $ 10,857,698 Derivative liability measured at fair value at 6/30/2017 $ 2,482,842 $ - $ - $ 2,482,842 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of June 30, 2016 $ 6,230,102 Fair value of derivative liabilities issued 206,418 Gain on change in derivative liability (3,953,678 ) Balance as of July 1, 2017 $ 2,482,842 Fair value of derivative liabilities issued 206,795 Loss on change in derivative liability 8,168,061 Balance as of June 30, 2018 $ 10,857,698 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $245,738 and $140,286 for the years ended June 30, 2018 and 2017, respectively. |
Income Taxes | Income Taxes Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than (50%) fifty percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 (twelve) months of the balance sheet date. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2017, FASB issued accounting standards update ASU-2017-09, “Compensation-Stock Compensation” (Topic 718) –Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period for public entities for reporting periods for which financial statements have not yet been issued, and all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of the adoption of ASU 2017-09 on the Company’s financial statements. In August 2017, FASB issued accounting standards update ASU-2017-12, “D” (Topic 815) – “Targeted Improvements to Accounting for Hedging Activities”, to require an entity to present the earnings effect of the hedging instrument in the same statement line item in which the earnings effect of the hedged item is reported. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods with the fiscal years beginning after December 15, 2020. Early adoption is permitted in any interim period after issuance of the update. The Company is currently evaluating the impact of the adoption of ASU-2017 on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment estimated useful lives | Computers and peripheral equipment 5 Years |
Schedule of intangible assets finite amortized over useful lives | Useful Lives 6/30/2018 6/30/2017 15 years Domain-gross $ 5,315 $ 5,315 Less accumulated amortization (3,514 ) (3,160 ) Domain-net $ 1,801 $ 2,155 Patents-gross $ 95,572 $ 78,478 Less accumulated amortization (4,642 ) - Patents-net $ 90,930 $ 78,478 |
Schedule of net earnings per share calculations | For the years ended June 30, 2018 2017 Income (Loss) to common shareholders (Numerator) $ (10,199,397 ) $ 2,243,731 Basic weighted average number of common shares outstanding (Denominator) 758,786,508 637,798,226 Diluted weighted average number of common shares outstanding (Denominator) 758,786,508 960,785,068 |
Schedule of measurement of assets and liabilities at fair value on recurring basis | Total (Level 1) (Level 2) (Level 3) Liabilities Derivative liability measured at fair value at 6/30/2018 $ 10,857,698 $ - $ - $ 10,857,698 Derivative liability measured at fair value at 6/30/2017 $ 2,482,842 $ - $ - $ 2,482,842 |
Summary of reconciliation of the derivative liability | Balance as of June 30, 2016 $ 6,230,102 Fair value of derivative liabilities issued 206,418 Gain on change in derivative liability (3,953,678 ) Balance as of July 1, 2017 $ 2,482,842 Fair value of derivative liabilities issued 206,795 Loss on change in derivative liability 8,168,061 Balance as of June 30, 2018 $ 10,857,698 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of the Company's stock option activity and related information | 6/30/2018 6/30/2017 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of period 250,000 $ 0.0103 500,000 $ 0.03 Granted 10,000,000 - - - Exercised - - - - Forfeited/Expired - - (250,000 ) $ 0.04 Outstanding, end of period 10,250,000 $ 0.0103 250,000 $ 0.02 Exercisable at the end of period 3,583,333 $ 0.0095 250,000 $ 0.02 |
Schedule of weighted average remaining contractual life of options outstanding | 6/30/2018 6/30/2017 Exercisable Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.02 250,000 250,000 1.75 $ 0.02 250,000 250,000 2.50 $ 0.01 10,000,000 3,333,333 4.26 $ - - - - 10,250,000 3,583,333 250,000 250,000 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible promissory notes | Convertible Promissory Notes, net of debt discount $ 1,775,400 Less current portion 405,714 Total long-term liabilities $ 1,369,686 |
Schedule of maturities of long-term debt | Years Ending June 30, Amount 2019 $ - 2020 24,800 2021 540,000 2022 609,886 2023 195,000 $ 1,369,686 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair market value of the derivative liability | Risk free interest rate 2.09% - 2.73% Stock volatility factor 80.0% - 183.0% Weighted average expected option life 1 year - 5 year Expected dividend yield None |
Deferred Tax Benefit (Tables)
Deferred Tax Benefit (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense benefit | 6/30/2018 6/30/2017 Book income (loss) $ (4,079,759 ) $ 897,493 Non deductible expenses 3,791,305 (1,136,941 ) Depreciation and amortization (395 ) (1,018 ) Valuation Allowance 288,849 240,466 Income tax expense $ - $ - |
Schedule of net deferred tax liabilities | 6/30/2018 6/30/2017 Deferred tax assets: NOL carryover $ 2,331,918 $ 2,048,129 Research & development 69,449 51,988 Related party accrual 76,500 76,500 Deferred tax liabilites: Depreciation and amortization (4,352 ) (3,368 ) Less Valuation Allowance (2,473,515 ) (2,173,249 ) Net deferred tax asset $ - $ - |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Property and equipment estimated useful life | 5 years |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
Domain-gross | $ 5,315 | $ 5,315 |
Less accumulated amortization | (3,514) | (3,160) |
Domain-net | 1,801 | 2,155 |
Patents-gross | 95,572 | 78,478 |
Less accumulated amortization | (4,642) | 0 |
Patents-net | $ 90,930 | $ 78,478 |
Useful Lives | 15 years |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
Income (Loss) to common shareholders (Numerator) | $ (10,199,397) | $ 2,243,731 |
Basic weighted average number of common shares outstanding (Denominator) | 758,786,508 | 637,798,226 |
Diluted weighted average number of common shares outstanding (Denominator) | 758,786,508 | 960,785,068 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details 3) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Liabilities | |||
Derivative liability measured at fair value | $ 10,857,698 | $ 2,482,842 | |
Fair value on a recurring basis [Member] | Level 1 [Member] | |||
Liabilities | |||
Derivative liability measured at fair value | |||
Fair value on a recurring basis [Member] | Level 2 [Member] | |||
Liabilities | |||
Derivative liability measured at fair value | |||
Fair value on a recurring basis [Member] | Level 3 [Member] | |||
Liabilities | |||
Derivative liability measured at fair value | $ 10,857,698 | $ 2,482,842 | $ 6,230,102 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details 4) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 2,482,842 | |
Gain (loss) on change in derivative liability | 8,168,061 | $ (3,953,677) |
Ending balance | 10,857,698 | 2,482,842 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 2,482,842 | 6,230,102 |
Fair value of derivative liabilities issued | 206,795 | 206,418 |
Gain (loss) on change in derivative liability | 8,168,061 | (3,953,678) |
Ending balance | $ 10,857,698 | $ 2,482,842 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Oct. 02, 2017 | Mar. 31, 2015 | Jun. 30, 2018 | Jun. 30, 2017 |
Summary of Significant Accounting Policies (Textual) | ||||
Convertible debt | $ 1,924,800 | |||
Dilutive impact of stock options | 250,000 | |||
Dilutive impact of convertible debt | 1,228,000 | |||
Remaining convertible debt | 305,000 | |||
Depreciation expense | 209 | $ 159 | ||
Amortization expense | 4,996 | 355 | ||
Total research and development costs | $ 245,738 | 140,286 | ||
Income taxes, description | Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than (50%) fifty percent likely of being realized upon settlement with the applicable taxing authority.  | |||
Stock options [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Convertible debt | $ 1,924,800 | $ 1,533,000 | ||
Dilutive impact of outstanding stock options | 10,250,000 | 250,000 | ||
Granted stock options | 10,000,000 | 250,000 | ||
Stock options exercise price per share | $ 0.01 | $ 0.02245 | ||
Vested and expires, description | Vest one third (1/3) immediately, and the remaining vest one third (1/3) each year thereafter and expire October 2, 2022. | Fully vested and expires March 31, 2020. |
Capital Stock (Details)
Capital Stock (Details) - Common Stock [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Issuance of common stock (in shares) | 152,974,759 | 109,930,298 |
Principal amount of partial convertible promissory note | $ 353,200 | $ 426,363 |
Issuance of common stock on payment of accrued interest for convertible notes | 106,003 | 114,631 |
Aggregate fair value loss on settlement | $ 945,943 | $ 761,465 |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Conversion prices ranging | $ 0.0165 | $ 0.0145 |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Conversion prices ranging | $ 0.0070 | $ 0.01 |
Stock Options (Details)
Stock Options (Details) - Stock option [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Number of Options | ||
Outstanding, beginning of period | 250,000 | 500,000 |
Granted | 10,000,000 | |
Exercised | ||
Forfeited/Expired | (250,000) | |
Outstanding, end of period | 10,250,000 | 250,000 |
Exercisable at the end of period | 3,583,333 | 250,000 |
Weighted average exercise price | ||
Outstanding, beginning of period | $ 0.02 | $ 0.03 |
Granted | ||
Exercised | ||
Forfeited/Expired | 0.04 | |
Outstanding, end of year | 0.0103 | 0.02 |
Exercisable at the end of period | $ 0.0095 | $ 0.02 |
Stock Options (Details 1)
Stock Options (Details 1) - Stock option [Member] - shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Options Outstanding | 10,250,000 | 250,000 | 500,000 |
Stock Options Exercisable | 3,583,333 | 250,000 | |
Exercisable Price 0.02 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable Price | 0.02 | 0.02 | |
Stock Options Outstanding | 250,000 | 250,000 | |
Stock Options Exercisable | 250,000 | 250,000 | |
Weighted Average Remaining Contractual Life (years) | 1 year 9 months | 2 years 6 months | |
Exercisable Price 0.01 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable Price | 0.01 | ||
Stock Options Outstanding | 10,000,000 | ||
Stock Options Exercisable | 3,333,333 | ||
Weighted Average Remaining Contractual Life (years) | 4 years 3 months 4 days |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 02, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Class of Warrant or Right [Line Items] | |||
Stock compensation expense | $ 28,713 | $ 2,687 | |
Non-qualified common stock options [Member] | |||
Class of Warrant or Right [Line Items] | |||
Non-qualified common stock outstanding | 10,250,000 | ||
Exercisable price | $ 0.01 | $ 0.02245 | |
Description of maturity dates | Maturity date of October 2, 2022. | Maturity date of March 31, 2020. | |
Stock option vested exercisable | 250,000 | ||
Non-qualified common stock issued options | 10,000,000 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes, net of debt discount | $ 1,775,400 |
Less current portion | 405,714 |
Total long-term liabilities | $ 1,369,686 |
Convertible Promissory Notes 33
Convertible Promissory Notes (Details 1) | Jun. 30, 2018USD ($) |
Years Ending June 30, | |
2,019 | |
2,020 | 24,800 |
2,021 | 540,000 |
2,022 | 609,886 |
2,023 | 195,000 |
Maturities of long-term debt, Total | $ 1,369,686 |
Convertible Promissory Notes 34
Convertible Promissory Notes (Details Textual) - USD ($) | Feb. 03, 2017 | Jan. 28, 2016 | Apr. 09, 2015 | May 23, 2014 | Jun. 27, 2018 | Nov. 09, 2017 | Jun. 30, 2018 |
Short-term Debt [Line Items] | |||||||
Convertible promissory note principal amount | $ 1,369,686 | ||||||
Convertible debt | 1,924,800 | ||||||
Debt discount | 149,400 | ||||||
Net balance of convertible debt | 1,775,400 | ||||||
May Note [Member] | Securities Purchase Agreements [Member] | 10% Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amount received in consideration of sale of debt | $ 50,000 | ||||||
Convertible promissory notes, interest rate | 10.00% | ||||||
Accrued interest | $ 68,642 | ||||||
Amount of additional tranches received | 415,000 | ||||||
Convertible promissory note principal amount | $ 465,000 | ||||||
Conversion price | $ 0.0048 | ||||||
Percentage of trading price | 50.00% | ||||||
Debt instrument, term | 60 months | ||||||
Debt instrument, maturity date description | The May Note matured on May 23, 2015 and was extended to February 23, 2016. | ||||||
Maturity date | Nov. 23, 2021 | ||||||
Debt instrument, convertible, terms of conversion feature | Price equal to a variable conversion price of the lesser of $0.0048 per share or fifty percent (50%) of the lowest trading price after the effective date to acquire common stock. | ||||||
Percentage of beneficial ownership | 4.99% | ||||||
Penalty amount | $ 1,500 | ||||||
Issuance of common stock (in shares) | 115,737,890 | ||||||
Convertible notes payable | $ 228,000 | ||||||
Aggregate fair value loss | $ 945,943 | ||||||
April Note [Member] | Securities Purchase Agreements [Member] | 10% Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amount received in consideration of sale of debt | $ 50,000 | 374,800 | |||||
Convertible promissory notes, interest rate | 10.00% | ||||||
Accrued interest | $ 37,362 | ||||||
Amount of additional tranches received | $ 450,000 | ||||||
Convertible promissory note principal amount | $ 500,000 | ||||||
Conversion price | $ 0.01 | ||||||
Percentage of trading price | 50.00% | ||||||
Debt instrument, term | 9 months | ||||||
Debt instrument, maturity date description | Investor extended the April Note for an additional (60) months from the effective date of each tranche. | ||||||
Maturity date | Jan. 28, 2021 | ||||||
Debt instrument, convertible, terms of conversion feature | Price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective advance or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. | ||||||
Percentage of beneficial ownership | 4.99% | ||||||
Penalty amount | $ 1,500 | ||||||
Issuance of common stock (in shares) | 37,236,868 | ||||||
Convertible notes payable | $ 125,200 | ||||||
Aggregate fair value loss | 262,704 | ||||||
January Note [Member] | Securities Purchase Agreements [Member] | 10% Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amount received in consideration of sale of debt | $ 10,000 | 500,000 | |||||
Convertible promissory notes, interest rate | 10.00% | ||||||
Accrued interest | 38,514 | ||||||
Amount of additional tranches received | $ 490,000 | ||||||
Convertible promissory note principal amount | $ 500,000 | ||||||
Conversion price | $ 0.01 | ||||||
Percentage of trading price | 50.00% | ||||||
Debt instrument, term | 12 months | ||||||
Debt instrument, maturity date description | Investor extended the January Note for an additional sixty (60) months from the effective date of each tranche. | ||||||
Maturity date | Jan. 27, 2022 | ||||||
Debt instrument, convertible, terms of conversion feature | Price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. | ||||||
Percentage of beneficial ownership | 4.99% | ||||||
Penalty amount | $ 1,500 | ||||||
February Note [Member] | Securities Purchase Agreements [Member] | 10% Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amount received in consideration of sale of debt | $ 60,000 | 500,000 | |||||
Convertible promissory notes, interest rate | 10.00% | ||||||
Accrued interest | 92,870 | ||||||
Amount of additional tranches received | $ 440,000 | ||||||
Convertible promissory note principal amount | $ 500,000 | ||||||
Conversion price | $ 0.01 | ||||||
Percentage of trading price | 50.00% | ||||||
Debt instrument, term | 12 months | ||||||
Debt instrument, maturity date description | The February Note matures on February 3, 2018, with an automatic extension of sixty (60) months from the effective date of each tranche. | ||||||
Maturity date | Feb. 3, 2018 | ||||||
Debt instrument, convertible, terms of conversion feature | Price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. | ||||||
Percentage of beneficial ownership | 4.99% | ||||||
Penalty amount | $ 1,500 | ||||||
November Note [Member] | Securities Purchase Agreements [Member] | 10% Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amount received in consideration of sale of debt | $ 45,000 | 500,000 | |||||
Convertible promissory notes, interest rate | 10.00% | ||||||
Accrued interest | 30,671 | ||||||
Amount of additional tranches received | $ 455,000 | ||||||
Convertible promissory note principal amount | $ 500,000 | ||||||
Conversion price | $ 0.01 | ||||||
Debt instrument, term | 12 months | ||||||
Debt instrument, maturity date description | The November Note matures on November 9, 2018, with an automatic extension of sixty (60) months from the effective date of each tranche. | ||||||
Maturity date | Nov. 9, 2018 | ||||||
Debt instrument, convertible, terms of conversion feature | Price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. | ||||||
Percentage of beneficial ownership | 4.99% | ||||||
Penalty amount | $ 1,500 | ||||||
June Note [Member] | Securities Purchase Agreements [Member] | 10% Convertible Promissory Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amount received in consideration of sale of debt | 50,000 | ||||||
Convertible promissory notes, interest rate | 10.00% | ||||||
Accrued interest | $ 188 | ||||||
Amount of additional tranches received | $ 50,000 | ||||||
Convertible promissory note principal amount | $ 500,000 | ||||||
Conversion price | $ 0.01 | ||||||
Percentage of trading price | 50.00% | ||||||
Debt instrument, term | 12 months | ||||||
Debt instrument, maturity date description | Note matures on June 27, 2019, with an automatic extension of sixty (60) months from the effective date of each tranche. | ||||||
Maturity date | Jun. 27, 2019 | ||||||
Debt instrument, convertible, terms of conversion feature | Price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of each respective tranche or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. | ||||||
Percentage of beneficial ownership | 4.99% | ||||||
Penalty amount | $ 1,500 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Derivative [Line Items] | |
Risk free interest rate, minimum | 2.09% |
Risk free interest rate, maximum | 2.73% |
Stock volatility factor, minimum | 80.00% |
Stock volatility factor, maximum | 183.00% |
Expected dividend yield | |
Maximum [Member] | |
Derivative [Line Items] | |
Weighted average expected option life | 5 years |
Minimum [Member] | |
Derivative [Line Items] | |
Weighted average expected option life | 1 year |
Derivative Liabilities (Detai36
Derivative Liabilities (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fair value of the derivative liability | $ 10,857,698 | $ 2,482,842 |
Net loss on derivative liability | (8,168,061) | $ 3,953,678 |
Convertible notes [Member] | ||
Notes payables | $ 206,795 |
Deferred Tax Benefit (Details)
Deferred Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Book income (loss) | $ (4,079,759) | $ 897,493 |
Non deductible expenses | 3,791,305 | (1,136,941) |
Depreciation and amortization | (395) | (1,018) |
Valuation Allowance | 288,849 | 240,466 |
Income tax expense |
Deferred Tax Benefit (Details 1
Deferred Tax Benefit (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets: | ||
NOL carryover | $ 2,331,918 | $ 2,048,129 |
Research & development | 69,449 | 51,988 |
Related party accrual | 76,500 | 76,500 |
Deferred tax liabilities: | ||
Depreciation and amortization | (4,352) | (3,368) |
Less Valuation Allowance | (2,473,515) | (2,173,249) |
Net deferred tax asset |
Deferred Tax Benefit (Details T
Deferred Tax Benefit (Details Textual) - USD ($) | Jan. 01, 2018 | Jun. 30, 2018 |
Deferred Tax Benefit (Textual) | ||
Net operating loss carry-forwards | $ 5,829,800 | |
Operating loss carry-forwards description | Expires 20 years after the NOL year. | |
U.S. federal corporate income tax rate | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Office rent | $ 900 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 05, 2018 | Jul. 12, 2018 | Aug. 10, 2018 | Jul. 23, 2018 | Sep. 13, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Subsequent Events (Textual) | |||||||
Common stock shares authorized | 1,000,000,000 | 1,000,000,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Events (Textual) | |||||||
Common stock issued shares | 32,615,768 | ||||||
Principal amount | $ 44,500 | ||||||
Accrued interest amount | $ 14,208 | ||||||
Consideration received | $ 100,000 | $ 63,000 | |||||
Unsecured convertible note, percentage | 10.00% | 10.00% | |||||
Aggregate principal amount | $ 500,000 | $ 63,000 | |||||
Unsecured convertible note, description | The August Note is convertible into shares of common stock of the Company at a price equal to the lesser of a) $0.005 per share of common stock or b) sixty-one (61%) of the lowest trade price per common stock recorded on any trade day after the effective date. | The July Note is convertible into shares of common stock of the Company at a price equal to 61% of the average lowest two (2) trading prices per common stock during the fifteen (15) trading days prior to the conversion date. | |||||
Preferred stock designates shares | 1,000 | ||||||
Preferred stock designates per shares | $ 0.001 | ||||||
Preferred stock designation, description | Holders of Series A Preferred Stock shall not be entitled to dividends or a liquidation preference and shall have no conversion rights. The holders of Series A Preferred Stock shall have the right to vote separately as a class in an amount equal to 90% of the total vote with respect to a proposal related to (a) any amendment to the Company’s Articles of Incorporation changing the name of the Company, (b) increasing the authorized share capital of the Company, (c) any amendment to the Company’s Bylaws, and (d) effecting any reverse stock split of the Company’s issued and outstanding shares of capital stock. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock. The shares of Series A Preferred stock shall be redeemed automatically at par value, upon the earlier of (i) the expiration of 120 days after the effective date of the Designation, (ii) the Company’s CEO no longer services as an officer, director or consultant of the Company or (iii) the date the Company’s shares of common stock first trades on a national securities exchange. | ||||||
Issuance of newly designated shares | 1,000 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Subsequent Events (Textual) | |||||||
Common stock shares authorized | 1,000,000,000 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Events (Textual) | |||||||
Common stock shares authorized | 3,000,000,000 |