Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | May 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Propanc Biopharma, Inc. | |
Entity Central Index Key | 0001517681 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 420,800,048 | |
Trading Symbol | PPCB | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
CURRENT ASSETS: | ||
Cash | $ 107,210 | $ 19,921 |
GST tax receivable | 4,379 | 6,257 |
Prepaid expenses and other current assets | 137,013 | 34,712 |
TOTAL CURRENT ASSETS | 248,602 | 60,890 |
Security deposit - related party | 2,131 | 2,220 |
Property and equipment, net | 9,183 | 8,277 |
TOTAL ASSETS | 259,916 | 71,387 |
CURRENT LIABILITIES: | ||
Accounts payable | 854,954 | 1,157,369 |
Accrued expenses and other payables | 334,706 | 364,404 |
Convertible notes and related accrued interest, net of discounts and premiums | 2,067,717 | 4,699,299 |
Embedded conversion option liabilities | 11,097 | 371,532 |
Due to directors - related parties | 31,587 | 32,898 |
Loans from directors and officer - related parties | 52,570 | 54,753 |
Employee benefit liability | 320,308 | 143,052 |
TOTAL CURRENT LIABILITIES | 3,672,939 | 6,823,307 |
Commitments and Contingencies (See Note 7) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.001 par value; 4,000,000,000 shares authorized; 385,213,469 and 46,429,423 shares issued; 385,188,991 and 46,404,945 outstanding as of March 31, 2019 and June 30, 2018, respectively | 385,213 | 46,429 |
Additional paid-in capital | 44,805,892 | 38,167,877 |
Accumulated other comprehensive income | 876,857 | 357,929 |
Accumulated deficit | (49,439,508) | (45,282,678) |
Treasury stock (24,478 shares) | (46,477) | (46,477) |
TOTAL STOCKHOLDERS' DEFICIT | (3,413,023) | (6,751,920) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 259,916 | 71,387 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, 1,500,005 shares authorized, $0.01 par value: | 5,000 | 5,000 |
TOTAL STOCKHOLDERS' DEFICIT | 5,000 | 5,000 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, 1,500,005 shares authorized, $0.01 par value: | ||
TOTAL STOCKHOLDERS' DEFICIT |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Jun. 30, 2018 |
Preferred stock, shares authorized | 1,500,005 | 1,500,005 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 385,213,469 | 46,429,423 |
Common stock, shares outstanding | 385,188,991 | 46,404,945 |
Treasury stock, shares | 24,478 | 24,478 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5 | 5 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
REVENUE | ||||
Revenue | ||||
OPERATING EXPENSES | ||||
Administration expenses | 511,822 | 723,992 | 1,553,016 | 1,750,840 |
Occupancy expenses | 7,248 | 8,005 | 21,775 | 23,734 |
Research and development | 52,655 | 75,138 | 203,625 | 1,673,606 |
TOTAL OPERATING EXPENSES | 571,725 | 807,135 | 1,778,416 | 3,448,180 |
LOSS FROM OPERATIONS | (571,725) | (807,135) | (1,778,416) | (3,448,180) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (189,809) | (830,911) | (1,309,336) | (2,210,097) |
Interest income | 2 | 15 | 29 | 82 |
Change in fair value of derivative liabilities | 16,666 | 207,736 | (1,914,980) | (22,035) |
Gain (loss) on debt settlements, net | (89) | (71,151) | 14,200 | (34,337) |
Gain (loss) on extinguishment of debt, net | 38,726 | 240,301 | 1,204,242 | 156,574 |
Foreign currency transaction gain (loss) | 125,099 | (230,346) | (488,813) | (239,498) |
TOTAL OTHER INCOME (EXPENSE) | (9,405) | (684,356) | (2,494,658) | (2,349,311) |
LOSS BEFORE TAXES | (581,130) | (1,491,491) | (4,273,074) | (5,797,491) |
TAX BENEFIT | (726) | 485 | 116,244 | 180,763 |
NET LOSS | $ (581,856) | $ (1,491,006) | $ (4,156,830) | $ (5,616,728) |
BASIC AND DILUTED NET LOSS PER SHARE | $ 0 | $ (0.06) | $ (0.02) | $ (0.42) |
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING | 325,256,274 | 23,426,370 | 210,626,088 | 13,247,004 |
NET LOSS | $ (581,856) | $ (1,491,006) | $ (4,156,830) | $ (5,616,728) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Unrealized foreign currency translation gain (loss) | (115,567) | 198,634 | 518,928 | 28,370 |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | (115,567) | 198,634 | 518,928 | 28,370 |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ (697,423) | $ (1,292,372) | $ (3,637,902) | $ (5,588,358) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Jun. 30, 2017 | $ 5,000 | $ 4,578 | $ 32,980,420 | $ (38,243,523) | $ (46,477) | $ (141,749) | $ (5,441,751) | |
Balance, shares at Jun. 30, 2017 | 500,000 | 1 | 4,578,284 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest | $ 2,081 | 482,426 | 484,507 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest, shares | 2,081,462 | |||||||
Reclassification of premium upon debt conversion | 128,333 | 128,333 | ||||||
Issuance of stock for services | $ 15 | 39,829 | 39,844 | |||||
Issuance of stock for services, shares | 15,000 | |||||||
Stock option expense | 164,881 | 164,881 | ||||||
Foreign currency translation gain (loss) | (189,593) | (189,593) | ||||||
Net loss | (1,923,743) | (1,923,743) | ||||||
Balance at Sep. 30, 2017 | $ 5,000 | $ 6,675 | 33,795,889 | (40,167,266) | (46,477) | (331,342) | (6,737,522) | |
Balance, shares at Sep. 30, 2017 | 500,000 | 1 | 6,674,746 | |||||
Balance at Jun. 30, 2017 | $ 5,000 | $ 4,578 | 32,980,420 | (38,243,523) | (46,477) | (141,749) | (5,441,751) | |
Balance, shares at Jun. 30, 2017 | 500,000 | 1 | 4,578,284 | |||||
Foreign currency translation gain (loss) | (239,498) | |||||||
Net loss | (5,616,728) | |||||||
Balance at Mar. 31, 2018 | $ 5,000 | $ 31,084 | 37,211,109 | (43,860,251) | (46,477) | (113,379) | (6,772,914) | |
Balance, shares at Mar. 31, 2018 | 500,000 | 1 | 31,084,410 | |||||
Balance at Sep. 30, 2017 | $ 5,000 | $ 6,675 | 33,795,889 | (40,167,266) | (46,477) | (331,342) | (6,737,522) | |
Balance, shares at Sep. 30, 2017 | 500,000 | 1 | 6,674,746 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest | $ 11,019 | 882,402 | 893,421 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest, shares | 11,018,538 | |||||||
Reclassification of premium upon debt conversion | 209,103 | 209,103 | ||||||
Extinguishment of derivative liability associated with convertible notes | 502,873 | 502,873 | ||||||
Stock option expense | 165,456 | 165,456 | ||||||
Foreign currency translation gain (loss) | 19,329 | 19,329 | ||||||
Net loss | (2,201,979) | (2,201,979) | ||||||
Balance at Dec. 31, 2017 | $ 5,000 | $ 17,693 | 35,555,722 | (42,369,245) | (46,477) | (312,013) | (7,149,320) | |
Balance, shares at Dec. 31, 2017 | 500,000 | 1 | 17,693,284 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest | $ 13,391 | 975,426 | 988,817 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest, shares | 13,391,126 | |||||||
Reclassification of premium upon debt conversion | 341,370 | 341,370 | ||||||
Extinguishment of derivative liability associated with convertible notes | 198,665 | 198,665 | ||||||
Issuance of stock for services | 139,926 | 139,926 | ||||||
Issuance of stock for services, shares | ||||||||
Foreign currency translation gain (loss) | 198,634 | (230,346) | ||||||
Net loss | (1,491,006) | (1,491,006) | ||||||
Balance at Mar. 31, 2018 | $ 5,000 | $ 31,084 | 37,211,109 | (43,860,251) | (46,477) | (113,379) | (6,772,914) | |
Balance, shares at Mar. 31, 2018 | 500,000 | 1 | 31,084,410 | |||||
Balance at Jun. 30, 2018 | $ 5,000 | $ 46,429 | 38,167,877 | (45,282,678) | (46,477) | 357,929 | (6,751,920) | |
Balance, shares at Jun. 30, 2018 | 500,000 | 1 | 46,429,423 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest | $ 129,143 | 1,284,175 | 1,413,318 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest, shares | 129,142,548 | |||||||
Reclassification of premium upon debt conversion | 600,209 | 600,209 | ||||||
Extinguishment of derivative liability associated with convertible notes | 1,029,039 | 1,029,039 | ||||||
Exercise of warrants | $ 12 | 18 | 30 | |||||
Exercise of warrants, shares | 12,000 | |||||||
Foreign currency translation gain (loss) | 276,216 | 276,216 | ||||||
Net loss | (2,124,936) | (2,124,936) | ||||||
Balance at Sep. 30, 2018 | $ 5,000 | $ 175,584 | 41,081,318 | (47,407,614) | (46,477) | 634,145 | (5,558,044) | |
Balance, shares at Sep. 30, 2018 | 500,000 | 1 | 175,583,971 | |||||
Balance at Jun. 30, 2018 | $ 5,000 | $ 46,429 | 38,167,877 | (45,282,678) | (46,477) | 357,929 | (6,751,920) | |
Balance, shares at Jun. 30, 2018 | 500,000 | 1 | 46,429,423 | |||||
Foreign currency translation gain (loss) | (488,813) | |||||||
Net loss | (4,156,830) | |||||||
Balance at Mar. 31, 2019 | $ 5,000 | $ 385,213 | 44,805,892 | (49,439,508) | (46,477) | 876,857 | (3,413,023) | |
Balance, shares at Mar. 31, 2019 | 500,000 | 1 | 385,213,469 | |||||
Balance at Sep. 30, 2018 | $ 5,000 | $ 175,584 | 41,081,318 | (47,407,614) | (46,477) | 634,145 | (5,558,044) | |
Balance, shares at Sep. 30, 2018 | 500,000 | 1 | 175,583,971 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest | $ 63,842 | 1,031,258 | 1,095,100 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest, shares | 63,842,216 | |||||||
Reclassification of premium upon debt conversion | 708,184 | 708,184 | ||||||
Issuance of common stock under put premium | $ 27,000 | 547,560 | 574,560 | |||||
Issuance of common stock under put premium, shares | 27,000,000 | |||||||
Issuance of stock for services | $ 3,000 | 66,000 | 69,000 | |||||
Issuance of stock for services, shares | 3,000,000 | |||||||
Issuance of stock for offering costs | $ 3,851 | 295,072 | 298,923 | |||||
Issuance of stock for offering costs, shares | 3,850,597 | |||||||
Foreign currency translation gain (loss) | 358,279 | 358,279 | ||||||
Net loss | (1,450,038) | (1,450,038) | ||||||
Balance at Dec. 31, 2018 | $ 5,000 | $ 273,276 | 43,729,392 | (48,857,652) | (46,477) | 992,424 | (3,904,036) | |
Balance, shares at Dec. 31, 2018 | 500,000 | 1 | 273,276,784 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest | $ 70,337 | 512,994 | 583,331 | |||||
Issuance of common stock for conversion of convertible debt and accrued interest, shares | 70,336,685 | |||||||
Issuance of common stock under put premium | $ 36,600 | 420,819 | 457,419 | |||||
Issuance of common stock under put premium, shares | 36,600,000 | |||||||
Extinguishment of derivative liability associated with convertible notes | 361,610 | 361,610 | ||||||
Issuance of stock for services | $ 5,000 | 95,000 | 100,000 | |||||
Issuance of stock for services, shares | 5,000,000 | |||||||
Amortization of offering costs | (313,923) | (313,923) | ||||||
Foreign currency translation gain (loss) | (115,567) | 125,099 | ||||||
Net loss | (581,856) | (581,856) | ||||||
Balance at Mar. 31, 2019 | $ 5,000 | $ 385,213 | $ 44,805,892 | $ (49,439,508) | $ (46,477) | $ 876,857 | $ (3,413,023) | |
Balance, shares at Mar. 31, 2019 | 500,000 | 1 | 385,213,469 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,156,830) | $ (5,616,728) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Issuance and amortization of common stock for services | 197,247 | 139,845 |
Issuance of convertible promissory notes for services | 310,000 | |
(Gain) loss on settlements, net | (14,200) | 34,337 |
Foreign currency transaction loss (gain) | 488,813 | 239,498 |
Depreciation expense | 1,661 | 1,684 |
Amortization of debt discounts | 363,420 | 628,066 |
Change in fair value of derivative liabilities | 1,914,980 | 22,035 |
Gain on extinguishment of debt | (1,204,242) | (156,574) |
Stock option expense | 491,058 | |
Reduction of put premium due to payment of debt | (80,769) | |
Accretion of put premium | 767,000 | 1,492,516 |
Changes in Assets and Liabilities: | ||
GST receivable | 1,652 | 5,864 |
Prepaid expenses and other assets | (130,851) | (83,305) |
Accounts payable | (245,642) | 745,659 |
Employee benefit liability | 185,510 | 20,076 |
Accrued expenses | (16,792) | (76,514) |
Accrued interest | 146,603 | 153,167 |
NET CASH USED IN OPERATING ACTIVITIES | (1,793,805) | (1,730,085) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (2,874) | |
NET CASH USED IN INVESTING ACTIVITIES | (2,874) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loan repayments | (2,345) | |
Proceeds from convertible promissory notes | 1,236,000 | 2,385,781 |
Repayments of convertible promissory notes | (272,000) | (490,181) |
Proceeds from the issuance of common stock | 1,031,979 | |
Fees associated with offering costs | (15,000) | |
Debt issuance cost | (60,850) | |
Proceeds from the exercise of warrants | 30 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,920,159 | 1,893,255 |
Effect of exchange rate changes on cash | (36,191) | (222,917) |
NET INCREASE (DECREASE) IN CASH | 87,289 | (59,747) |
CASH AT BEGINNING OF PERIOD | 19,921 | 69,043 |
CASH AT END OF PERIOD | 107,210 | 9,296 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 100,719 | 16,899 |
Income Tax | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Reduction of put premium related to conversions of convertible notes | 1,670,003 | 678,806 |
Conversion of convertible notes and accrued interest to common stock | 3,091,749 | 2,174,699 |
Deferred financing costs associated with equity purchase agreement | 318,059 | |
Discounts related to derivative liability | $ 50,000 | $ 510,000 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting and Reporting Policies | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting and Reporting Policies | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Nature of Operations Propanc Biopharma, Inc. (the “Company,” “we,” “us” or “our”) was originally incorporated in Melbourne, Victoria Australia on October 15, 2007 as Propanc PTY LTD, and continues to be based in Camberwell, Victoria Australia. Since its inception, substantially all of the operations of the Company have been focused on the development of new cancer treatments targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent the cancer from returning and spreading. The Company anticipates establishing global markets for its technologies. Our lead product candidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes acting synergistically. It is currently in the preclinical phase of development. On November 23, 2010, the Company was incorporated in the state of Delaware as Propanc Health Group Corporation. In January 2011, to reorganize the Company, we acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis making it a wholly-owned subsidiary of the Company. On July 22, 2016, the Company formed a wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of March 31, 2019, there has been no activity within this entity. Effective April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to better reflect the Company’s stage of operations and development. The Company has filed multiple patent applications relating to its lead product, PRP. The first application was filed in October 2010 in each of the countries listed in the table below. This application has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, Republic of Korea and India. In Brazil and Canada, the patent application remains under examination. In 2016 and 2017 we filed other patent applications, as indicated below. Three applications were filed under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, which allows the applicants to seek protection for an invention in over 150 countries. Once national or regional applications are filed, the application is placed under the control of the national or regional patent offices, as applicable, in what is called the national or regional phase. One PCT application, filed in November 2016, entered the national phase in July 2018 in each of the countries listed in the table below. A second application filed in January 2017 entered the national phase commencing July 2018. A third application entered the national phase in October 2018. No. Title Country Case Status Date Filed 1. A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic reduction agent. USA, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Malaysia, Singapore, Malaysia South Africa, Mexico, Republic of Korea and India Granted Oct-22-2010 Brazil and Canada Under Examination Divisional applications filed and under examination in Mexico and China USA Divisional application granted 2. Proenzyme composition Australia, Canada, China, Europe, Hong Kong, India, Indonesia, Israel, Japan, Malaysia, New Zealand, Singapore, South Africa and USA Application filed and pending Nov-11-2016 3. Cancer Treatment Australia, Canada, China, Europe, Hong Kong, Israel, Japan, Malaysia, New Zealand, Singapore and USA Application filed and pending Jan-27-2017 4. Composition of proenzymes for cancer treatment Australia, China, Europe, Japan and USA Application filed and pending Apr-12-2017 The Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead product candidate, PRP, through various stages of development. Increase in Authorized Common Stock On September 21, 2018, the Company filed a Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 400,000,000 to 4,000,000,000, which was approved by the Company’s board of directors and holders of a majority of the Company’s voting stock on August 28, 2018. Basis of Presentation The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and nine months ended March 31, 2019 and 2018 and cash flows for the nine months ended March 31, 2019 and 2018 and our financial position at March 31, 2019 have been made. The Company’s results of operations for the three and nine months ended March 31, 2019 are not necessarily indicative of the operating results to be expected for the full fiscal year ending June 30, 2019. Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities. Each ASC reference in this Quarterly Report is presented with a three-digit number, which represents its Topic. As necessary for explanation and as applicable, an ASC topic may be followed with a two-digit subtopic, a two-digit section or a two-or-three-digit paragraph. Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2018. The June 30, 2018 balance sheet is derived from those statements. Principles of Consolidation The condensed consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary, Propanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive subsidiary at March 31, 2019. Use of Estimates The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America (“US GAAP”) 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements include the estimates of useful lives for depreciation, valuation of derivatives, valuation of beneficial conversion features on convertible debt, allowance for uncollectable receivables, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates. Foreign Currency Translation and Other Comprehensive Income (Loss) The Company’s functional currency is the Australian dollar (AUD). For financial reporting purposes, the Australian dollar has been translated into United States dollar ($) and/or (USD) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the statements of operations and comprehensive income (loss) as other comprehensive income (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date. Other Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses). Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred. As of March 31, 2019 and June 30, 2018, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows: March 31, 2019 June 30, 2018 Exchange rate on balance sheet dates USD : AUD exchange rate 0.7104 0.7399 Average exchange rate for the period USD : AUD exchange rate 0.7203 0.7753 The exchange rates used to translate amounts in AUD into USD for the period ended March 31, 2018 are: 0.7816 as of the balance sheet date and 0.7690 average exchange rate for that period. Change in Accumulated Other Comprehensive Income (Loss) by component during the nine months ended March 31, 2019 was as follows: Foreign Currency Items: Beginning balance, June 30, 2018 $ 357,929 Foreign currency translation gain 518,928 Ending balance, March 31, 2019 $ 876,857 Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same. The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Also see Note 10 - Derivative Financial Instruments and Fair Value Measurements. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts. Bank overdrafts are reflected as a current liability on the balance sheets. There were no cash equivalents as of March 31, 2019 or June 30, 2018. Patents Patents are stated at cost and reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency. However, the Company will expense any product costs as long as we are in the startup stage. Accordingly, as the Company’s products were and are not currently approved for market, all patent costs incurred from 2013 through March 31, 2019 were expensed immediately. This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency. Impairment of Long-Lived Assets In accordance with ASC 360-10, “ Long-lived assets,” Australian Goods and Services Tax (“GST”) Revenues, expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive of GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office. Cash flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. As of March 31, 2019 and June 30, 2018, the Company was owed $4,379 and $6,257, respectively, from the Australian Taxation Office. These amounts were fully collected subsequent to the balance sheet reporting dates. Derivative Instruments ASC Topic 815, Derivatives and Hedging Convertible Notes With Variable Conversion Options The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “ Distinguishing Liabilities from Equity Income Taxes The Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue Service, respectively. The Company follows ASC 740 “ Accounting for Income Taxes The Company follows ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes On December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was enacted and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from 34% to 21% for fiscal years beginning after December 31, 2017. On December 22, 2017, the SEC Staff Accounting Bulletin No. 118 (“SAB 118”) was issued, which allows a company to recognize provisional tax amounts when it does not have the necessary information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides for a measurement of up to one year from the date of enactment. Research and Development Costs and Tax Credits In accordance with ASC 730-10, “Research and Development-Overall,” The Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The tax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income tax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount. The concession is recognized as an income tax benefit, in operations, upon receipt. During each of the nine months ended March 31, 2019 and 2018, the Company applied for, and received from the Australian Taxation Office, a research and development tax credit in the amount of $116,244 and $180,763, respectively, which is reflected as a tax benefit in the accompanying condensed consolidated statements of operations and comprehensive income (loss). Stock Based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Stock Compensation Share Based Payment The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “ Equity-Based Payments to Non-Employees Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. As of March 31, 2019, there were 29,517 warrants outstanding, 572,000 stock options and 11 convertible notes payable, which notes are convertible into approximately 118,197,663 shares of the Company’s common stock (based on the closing price on the last trading day of the quarter ended March 31, 2019). Each holder of the notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of issuance. Such securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive. Recent Accounting Pronouncements Certain FASB Accounting Standard Updates (“ASU”) that are not effective until after March 31, 2019 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations. Future pronouncements are as follows: ASU 2016-02 ASU 2017-11 - ASU 2018-07 |
Going Concern
Going Concern | 9 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. For the nine months ended March 31, 2019, the Company had no revenues, had a net loss of $4,156,830 and had net cash used in operations of $1,793,805. Additionally, as of March 31, 2019, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $3,424,337, $3,413,023 and $49,439,508, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications, obtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales adequate to support the Company’s cost structure and business plan. The Company’s ability to continue as a going concern is also dependent on its ability to further develop and execute on its business plan. However, there can be no assurances that any or all of these endeavors will be successful. |
Due to Former Director - Relate
Due to Former Director - Related Party | 9 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Due to Former Director - Related Party | NOTE 3 – DUE TO FORMER DIRECTOR - RELATED PARTY Due to director - related party represents unsecured advances made primarily by a former director for operating expenses on behalf of the Company such as intellectual property and formation expenses. The expenses were paid for on behalf of the Company and are due upon demand. The Company is currently not being charged interest under these advances. The total amount owed the former director at March 31, 2019 and June 30, 2018 is $31,587 and $32,898, respectively. The Company plans to repay the notes as its cash resources allow. |
Loans and Notes Payable
Loans and Notes Payable | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loans and Notes Payable | NOTE 4 – LOANS AND NOTES PAYABLE Loans from Directors and Officer - Related Parties Loans from the Company’s directors and officer at March 31, 2019 and June 30, 2018 were $52,570 and $54,753, respectively. The loans bear no interest and are all payable on demand. The Company did not repay any amount on these loans during the nine months ended March 31, 2019. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 5 – CONVERTIBLE NOTES The Company’s convertible notes outstanding at March 31, 2019 were as follows: Convertible notes and debenture $ 1,179,145 Unamortized discounts (25,162 ) Accrued interest 85,570 Premiums 828,164 Convertible notes, net $ 2,067,717 Eagle Equities Financing Agreements December 12, 2016 Securities Purchase Agreement On December 12, 2016, the Company entered into a Securities Purchase Agreement, with Eagle Equities, pursuant to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $100,000. The first note (the “December 12 Note”) was funded with cash and the second note (the “December 12 Eagle Back-End Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “December 12 Note Receivable”). The terms of the December 12 Eagle Back-End Note require cash funding prior to any conversion thereunder. The December 12 Note Receivable is due December 12, 2017, unless certain conditions are not met, in which case both the December 12 Eagle Back-End Note and the December 12 Note Receivable may both be cancelled. Both the December 12 Note and the December 12 Eagle Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The outstanding principal amounts plus accrued interest under both the December 12 Note and the December 12 Eagle Back-End Note are convertible into the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject to adjustment in certain events. On April 11, 2017, the Company received payment of the December 12 Note Receivable in the amount of $100,000 that offset the December Eagle Back-End Note. Proceeds from the Note Receivable of $5,000 were paid directly to legal fees resulting in net cash proceeds of $95,000 received by the Company. As a result, the December 12 Eagle Back-End Note is now convertible. The December 12 Note and the December 12 Eagle Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $66,667 as each of the notes were funded. As of June 30, 2018, the outstanding principal under the December 12 Note along with $8,296 of accrued interest was fully converted into shares of the Company’s common stock. As of March 31, 2019, the outstanding balance of $100,000 under the December 12 Eagle Back-End Note along with $13,144 of accrued interest was fully converted (see Note 6 – Stockholders’ Deficit) resulting in full repayment of the note and a full reduction of the put premium. January 27, 2017 Securities Purchase Agreement On January 27, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC, pursuant to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $230,000. The first note (the “January 2017 Eagle Note”) was funded with cash and the second note (the “January 2017 Eagle Back-End Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “January 2017 Eagle Note Receivable”). The terms of the January 2017 Eagle Back-End Note require cash funding prior to any conversion thereunder. The January 2017 Eagle Note Receivable is due September 27, 2017, unless certain conditions are not met, in which case both the January 2017 Eagle Back-End Note and the January 2017 Eagle Note Receivable may both be cancelled. Both the January 2017 Eagle Note and the January 2017 Eagle Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The outstanding principal amounts plus accrued interest under both the January 2017 Eagle Note and the January 2017 Eagle Back-End Note are convertible into common stock of the Company at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject to adjustment in certain events. On May 4, 2017, the Company received a partial payment of the January 2017 Note Receivable in the amount of $40,000 and on June 3, 2017 the balance of $190,000 was funded, of which $11,250 was paid directly to legal fees. As a result, the January 2017 Eagle Back-End Note is now convertible. The January 2017 Eagle Note and the January 2017 Eagle Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company is recording a put premium of $153,333 as each of the notes were funded. As of June 30, 2018, the outstanding principal under the January 2017 Eagle Note along with $14,988 of accrued interest was fully converted. As of March 31, 2019, the outstanding balance of $230,000 under the January 2017 Eagle Back-End Note along with $33,356 of accrued interest was fully converted (see Note 6 – Stockholders’ Deficit) resulting in full repayment of the note and a full reduction of the put premium. March 1, 2017 Securities Purchase Agreement On March 1, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, pursuant to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $220,500. The first note (the “March 2017 Eagle Note”) was funded with cash and the second note (the “March 2017 Eagle Back-End Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “March 2017 Eagle Note Receivable”). The terms of the March 2017 Eagle Back-End Note require cash funding prior to any conversion thereunder. Both the March 2017 Eagle Note and the March 2017 Eagle Back-End Note had a maturity date of March 1, 2018, upon which any outstanding principal and interest was due and payable. The outstanding principal amounts plus accrued interest under both the March 2017 Eagle Note and the March 2017 Eagle Back-End Note are convertible into shares of common stock, of the Company at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject to adjustment in certain events. On July 5, 2017, the Company received payment of the March 2017 Eagle Note Receivable in the amount of $220,500 that offset the March 2017 Eagle Back-End Note. Proceeds from the March 2017 Eagle Note Receivable of $10,500 were paid directly to legal fees resulting in net cash proceeds of $210,000 received by the Company. As a result, the March 2017 Eagle Back-End Note is now convertible. The March 2017 Eagle Note and the March 2017 Eagle Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $147,000 as each of the notes were funded. As of June 30, 2018, the outstanding principal balance under the March 2017 Eagle Note along with $20,061 of accrued interest was fully converted. As of March 31, 2019, the outstanding balance of $220,500 under the March 2017 Back-End Note along with $18,625 of accrued interest was fully converted (see Note 6 – Stockholders’ Deficit) resulting in a full reduction of the put premium. August 9, 2017 Securities Purchase Agreement On August 9, 2017, the Company entered into a Securities Purchase Agreement dated as of August 8, 2017, with Eagle Equities, pursuant to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $200,000. The first note (the “August 2017 Eagle Note”) was funded with cash and the second note (the “August 2017 Eagle Back-End Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “August 2017 Eagle Note Receivable”). The terms of the August 2017 Eagle Back-End Note require cash funding prior to any conversion thereunder. The August 2017 Eagle Note Receivable is due August 8, 2018, unless certain conditions are not met, in which case both the August 2017 Eagle Back-End Note and the August 2017 Eagle Note Receivable may both be cancelled. Both the August 2017 Eagle Note and the August 2017 Eagle Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The outstanding principal amounts plus accrued interest under both the August 2017 Eagle Note and the August 2017 Eagle Back-End Note are convertible into common stock of the Company at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject to adjustment in certain events. On September 14, 2017, the Company received payment of the August 2017 Eagle Note Receivable in the amount of $200,000 that offset the August 2017 Eagle Back-End Note. Proceeds from the August 2017 Eagle Note Receivable of $10,000 were paid directly to legal fees resulting in net cash proceeds of $190,000 received by the Company. As a result, the August 2017 Eagle Back-End Note is now convertible. The August 2017 Eagle Note and the August 2017 Eagle Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333 as each of the notes were funded. As of June 30, 2018 $120,000 of principal under the August 2017 Eagle Note along with $5,273 in interest was converted. As of March 31, 2019, the remaining outstanding balance of $80,000 under the August 2017 Eagle Note along with $6,850 of accrued interest was fully converted (see Note 6 – Stockholders’ Deficit) resulting in full repayment of the note and a full reduction of the put premium. As of March 31, 2019, the Company has recorded $5,249 of accrued interest for the August 2017 Eagle Back-End Note and total remaining principal outstanding as of March 31, 2019 under the August 2017 Eagle Back-End Note was $65,000 as $135,000 was converted during the nine months ended March 31, 2019 (see Note 6 – Stockholders’ Deficit). The Company is currently in discussions with Eagle Equities to extend the maturity date. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. October 25, 2017 Securities Purchase Agreement On November 3, 2017, the Company entered into a Securities Purchase Agreement dated as of October 25, 2017, with Eagle Equities, pursuant to which Eagle Equities purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $200,000. The first note (the “October 2017 Eagle Note”) was funded with cash and the second note (the “October 2017 Eagle Back-End Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “October 2017 Eagle Note Receivable”). The terms of the October 2017 Eagle Back-End Note require cash funding prior to any conversion thereunder. The October 2017 Eagle Note Receivable is due June 25, 2018, unless certain conditions are not met, in which case both the October 2017 Eagle Back-End Note and the October 2017 Eagle Note Receivable may both be cancelled. Both the October 2017 Eagle Note and the October 2017 Eagle Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts cash funded plus accrued interest under both the October 2017 Eagle Note and the October 2017 Eagle Back-End Note are convertible into common stock, par value $0.001 of the Company at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject to adjustment in certain events. On December 6, 2017, the Company received payment of the October 2017 Eagle Note Receivable in the amount of $200,000 that offset the October 2017 Eagle Back-End Note. Proceeds from the October 2017 Eagle Note Receivable of $10,000 were paid directly to legal fees resulting in net cash proceeds of $190,000 received by the Company. As a result, the October 2017 Eagle Back-End Note is now convertible. The October 2017 Eagle Note and the October 2017 Eagle Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333 as each of the notes were funded. As of March 31, 2019, the outstanding principal balance under the October 2017 Eagle Note along with $14,261 of accrued interest was fully converted (see Note 6 – Stockholders’ Deficit) resulting in full repayment of the note and a full reduction of the put premium. As of March 31, 2019, the outstanding principal balance under the October 2017 Eagle Back-End Note along with $13,417 of accrued interest was fully converted (see Note 6 – Stockholders’ Deficit) resulting in full repayment of the note and a full reduction of the put premium. December 29, 2017 Securities Purchase Agreement The Company entered into an executory contract on December 29, 2017, whereby the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “December 2017 Eagle Note”) from the Company in the aggregate principal amount of $532,435, with principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities at any time. The transactions closed on January 2, 2018. The December 2017 Eagle Note contains an original issue discount of $25,354 such that the purchase price was $507,081. The maturity date of the December 2017 Eagle Note was December 29, 2018. The December 2017 Eagle Note bears interest at a rate of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time. The Company has recorded $24,241 of accrued interest for the December 2017 Eagle Note and total principal outstanding as of March 31, 2019 under the December 2017 Eagle Note was $247,445 following conversion of $284,990 of principal and $26,840 of accrued interest during the three months to March 31, 2019. The Company is currently in discussions with Eagle Equities to extend the maturity date. Eagle Equities has the option to convert all or any amount of the principal face amount of the December 2017 Eagle Note, at any time, for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s common stock as reported on the OTCQB for the ten prior trading days, including the day upon which the Company receives a notice of conversion from Eagle Equities. The note is treated as stock settled debt under ASC 480 and accordingly the Company recorded a $354,956 put premium of which $189,993 was released to additional paid in capital following conversion of $284,990 of principal during the three months to March 31, 2019. June 14, 2018 Securities Purchase Agreement Effective June 14, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “June 2018 Eagle Note”) from the Company in the aggregate principal amount of $105,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time after the six-month anniversary of the June 2018 Eagle Note. The transactions contemplated by the Purchase Agreement closed on June 19, 2018. Pursuant to the terms of the Purchase Agreement, Eagle Equities deducted $5,000 from the principal payment due under the June 2018 Eagle Note, at the time of closing, to be applied to its legal expenses. The maturity date of the June 2018 Eagle Note is June 14, 2019. The June 2018 Eagle Note bears interest at a rate of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the June 2018 Eagle Note. As of March 31, 2019, the remaining outstanding principal balance of $105,000 under the June 14, 2018 Eagle Equities Note along with $5,199 of accrued interest was fully converted (see Note 6 – Stockholders’ Deficit) resulting in full repayment of the note and a full reduction of the put premium. Additionally, Eagle Equities has the option to convert all or any amount of the principal face amount of the June 2018 Eagle Note, at any time, for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s common stock as reported on the OTC quotation system for the ten prior trading days, including the day upon which the Company receives a notice of conversion from Eagle Equities. However, in the event that the Company’s common stock is restricted by the Depository Trust Company (“DTC”) for any reason, the Conversion Price shall be lowered to 50% of the lowest closing bid price for the duration of such restriction. If the Company fails to maintain a reserve of shares of its common stock at least four times the number of shares issuable upon conversion of the Note for at least 60 days after the issuance of the Note, the conversion discount shall be increased by 10%. Notwithstanding the foregoing, Eagle Equities shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock. The June 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $70,000 put premium which was released to additional paid in capital upon conversion of the note as discussed above. Upon an event of default, principal and accrued interest will become immediately payable under the note. Interest on the outstanding principal shall accrue at a default interest rate of 24% per annum or at the highest rate permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. July 13, 2018 Securities Purchase Agreement Effective July 13, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “July 2018 Note”) from the Company in the aggregate principal amount of $75,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time after the six month anniversary of the July 2018 Eagle Note. The transaction closed on July 16, 2018 and on July 19, 2018 the Company received proceeds of $71,250 as $3,750 was paid directly to legal fees. The maturity date of the July 2018 Eagle Note is July 13, 2019. The July 2018 Eagle Note bears interest at a rate of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the Note. Additionally, Eagle Equities has the option to convert all or any amount of the principal face amount of the July 2018 Eagle Note, at any time, for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s common stock for the ten prior trading days, including the day upon which the Company receives a notice of conversion, subject to adjustment in certain events. Eagle Equities shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock. The July 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $50,000 put premium. The Company has recorded $4,290 of accrued interest and the total principal outstanding under the July 2018 Eagle Note was $75,000 as of March 31, 2019. The Company had the right to prepay the July 2018 Eagle Note with certain penalties until January 9, 2019. No prepayment was made as of such date. As a result, the July 2018 Eagle Note is now convertible. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. August 29, 2018 Securities Purchase Agreement Effective August 29, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “August 2018 Eagle Note”) from the Company in the aggregate principal amount of $105,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time after the six-month anniversary of the August 2018 Eagle Note. The transactions contemplated by the agreement closed on August 30, 2018. The maturity date of the August 29, 2018 Eagle Note is August 2019. The August 2018 Eagle Note bears interest at a rate of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the August 2018 Eagle Note. Additionally, Eagle Equities has the option to convert all or any amount of the principal face amount of the August 2018 Eagle Note, at any time, into shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price (the “Closing Bid Price”) of the Company’s common stock as reported on the OTC Markets quotation system for the ten prior trading days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion Price”). However, in the event that the Company’s common stock is restricted by the DTC for any reason, the Conversion Price shall be lowered to 50% of the lowest Closing Bid Price for the duration of such restriction. If the Company fails to maintain a reserve of shares of its common stock at least four times the number of shares issuable upon conversion of the August 2018 Eagle Note for at least 60 days after the issuance of the August 28, 2018 Eagle Note, the conversion discount shall be increased by 10%. Notwithstanding the foregoing, Eagle Equities shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock. The August 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $70,000 put premium. The Company has recorded $4,948 of accrued interest and the total principal outstanding under the August 2018 Eagle Note was $105,000 as of March 31, 2019.The Company had the right to prepay the August 2018 Eagle Note with certain penalties until February 25, 2019. No prepayment was made as of such date. As a result, the August 2018 Eagle Note is now convertible. Upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum or at the highest rate permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. October 2, 2018 Securities Purchase Agreement Effective October 2, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “October 2018 Eagle Note”) from the Company in the aggregate principal amount of $210,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time after the six-month anniversary of the October 2018 Eagle Note. The transactions contemplated by the purchase agreement closed on October 3, 2018. Pursuant to the terms of the purchase agreement, Eagle Equities deducted $10,000 from the principal payment due under the October 2018 Eagle Note, at the time of closing, to be applied to its legal expenses. The maturity date of the October 2018 Eagle Note is October 2, 2019. The October 2018 Eagle Note shall bear interest at a rate of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the October 2018 Eagle Note. Additionally, Eagle Equities has the option to convert all or any amount of the principal amount of the October 2018 Eagle Note, at any time, for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s common stock for the ten prior trading days, including the day upon which the Company receives a notice of conversion, subject to adjustment in certain events. Eagle Equities shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock. The October 2, 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $140,000 put premium. The Company has recorded $8,285 of accrued interest and the total principal outstanding under the October 2018 Eagle Note was $210,000 as of March 31, 2019. The Company had the right to prepay the October 2018 Eagle Note with certain penalties until March 31, 2019. No prepayment has been made as of such date. As a result, the October 2018 Eagle Note is now convertible. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. November 30, 2018 Securities Purchase Agreement Effective November 30, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “November 2018 Eagle Note”) from the Company in the aggregate principal amount of $105,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time after the six-month anniversary of the November 2018 Eagle Note. The transactions contemplated by the purchase agreement closed on December 3, 2018. Pursuant to the terms of the purchase agreement, Eagle Equities deducted $5,000 from the principal payment due under the November 2018 Eagle Note, at the time of closing, to be applied to its legal expenses. The maturity date of the November 2018 Eagle Note is November 30, 2019. The November 2018 Eagle Note shall bear interest at a rate of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the November 2018 Eagle Note. Additionally, Eagle Equities has the option to convert all or any amount of the principal amount of the November 2018 Eagle Note, at any time, for shares of the Company’s common stock at a price equal to 61% of the lowest closing bid price (the “Closing Bid Price”) of the Company’s common stock as reported on the OTC Markets Group, Inc. quotation system for the ten prior trading days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion Price”). However, in the event that the Company’s common stock is restricted by the Depository Trust Company for any reason, the Conversion Price shall be lowered to 51% of the lowest Closing Bid Price for the duration of such restriction. If the Company fails to maintain a reserve of shares of its common stock at least two and a half times the number of shares issuable upon conversion of the November 2018 Eagle Note for at least 60 days after the issuance of the November 2018 Eagle Note, the conversion discount shall be increased by 10%. Notwithstanding the foregoing, Eagle Equities shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Eagle Equities and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock. The November 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $67,131 put premium. The Company has recorded $2,785 of accrued interest and the total principal outstanding under the November 2018 Eagle Note was $105,000 as of March 31, 2019. The November 2018 Eagle Note may be prepaid with certain penalties by the Company until May 29, 2019. No prepayment has been made as of March 31, 2019. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. December 24, 2018 Securities Purchase Agreement Effective December 24, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “December 2018 Eagle Note”) from the Company in the aggregate principal amount of $126,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time after the six-month anniversary of the December 2018 Eagle Note. The transactions contemplated by the purchase agreement closed on December 24, 2018. Pursuant to the terms of the purchase agreement, Eagle Equities deducted $6,000 from the principal payment due under the December 2018 Eagle Note, at the time of closing, to be applied to its legal expenses. The Company used the net proceeds from the December 2018 Eagle Note to repay an outstanding convertible promissory note before such note became convertible. The maturity date of the December 2018 Eagle Note is December 24, 2019. The December 2018 Eagle Note shall bear interest at a rate of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the December 2018 Eagle Note. Additionally, Eagle Equities has the option to convert all or any amount of the principal amount of the December 2018 Eagle Note, at any time, for shares of the Company’s common stock at a price equal to 61% of the lowest closing bid price (the “Closing Bid Price”) of the Company’s common stock as reported on the OTC Markets Group, Inc. quotation system for the ten prior trading days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion Price”). However, in the event that the Company’s common stock is restricted by the Depository Trust Company for any reason, the Conversion Price shall be lowered to 51% of the lowest Closing Bid Price for the duration of such restriction. If the Company fails to maintain a reserve of shares of its common stock at least two and a half times the number of shares issuable upon conversion of the December 2018 Eagle Note for at least 60 days after the issuance of the December 2018 Eagle Note, the conversion discount shall be increased by 10%. Notwithstanding the foregoing, Eagle Equities shall |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 6 – STOCKHOLDERS’ DEFICIT On September 21, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase the number of authorized shares of its common stock from 400,000,000 to 4,000,000,000, which was approved by the Company’s board of directors and holders of a majority of the Company’s voting stock on August 28, 2018. Preferred Stock: The total number of shares of preferred stock that the Company is authorized to issue is 1,500,005, $0.01 par value per share. These preferred shares have no rights to dividends, profit sharing or liquidation preferences. Of the total preferred shares authorized, 500,000 have been designated as Series A Preferred Stock (“Series A Preferred Stock”), pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 9, 2014. James Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer, beneficially owns all of the shares of Series A Preferred Stock via North Horizon Pty Ltd., which entitles him, as a holder of Series A Preferred Stock, to vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors, and each share of Series A Preferred Stock entitles him to two votes per share of Series A Preferred Stock. North Horizon Pty Ltd. is a Nathanielsz Family Trust. Mr. James Nathanielsz, the Chief Executive Officer, Chief Financial Officer and a director of our Company, has voting and investment power over these shares. 500,000 shares of Series A Preferred Stock are issued and outstanding as of March 31, 2019. Of the total preferred shares authorized, pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware on June 16, 2015, up to five shares have been designated as Series B Preferred Stock (“Series B Preferred Stock”). Each holder of outstanding shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. One share of Series B Preferred Stock is issued and outstanding as of March 31, 2019. Mr. Nathanielsz directly beneficially owns such one share of Series B Preferred Stock. Common Stock: Shares issued for conversion of convertible debt During the three months ended September 30, 2018, the Company issued 129,142,548 shares of its common stock at an average conversion price of $0.01, ranging from $0.002 to $0.04, as a result of the conversion of principal and interest in the aggregate amount of $1,413,317 underlying certain outstanding convertible notes converted during such period. During the three months ended December 31, 2018, the Company issued 63,842,216 shares of its common stock at an average conversion price of $0.02, ranging from $0.008 to $0.04, as a result of the conversion of principal and interest in the aggregate amount of $1,095,100 underlying certain outstanding convertible notes converted during such period. During the three months ended March 31, 2019, the Company issued 70,336,685 shares of its common stock at an average conversion price of $0.0084, ranging from $0.0069 to $0.011, as a result of the conversion of principal and interest in the aggregate amount of $583,331 underlying certain outstanding convertible notes converted during such period. The Company has 1,251,210,391 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying financing agreements at March 31, 2019. Shares issued for services On December 6, 2018, the Company entered into an agreement with a certain consultant to provide services over a six-month period beginning November 1, 2018 and ending May 1, 2019 in exchange for 2,000,000 shares of the Company’s common stock. On December 27, 2018, the Company issued the 2,000,000 shares of the Company’s common stock valued at $0.02 per share to such consultant, or $39,000, which will be amortized over the term of the agreement. The Company recorded $32,536 of consulting expense with respect to such shares of its common stock during the nine months ended March 31, 2019. On November 20, 2018, the Company’s Board of Directors authorized the issuance of 1,000,000 shares of the Company’s common stock in connection with certain legal services provided to the Company. On November 28, 2018, the Company issued such 1,000,000 shares of its common stock valued at $0.03, or $30,000. In March 2019 and effective as of December 21, 2018, the Company entered into a certain consulting services agreement with a certain consultant to provide services over a twelve-month period beginning December 21, 2018 in exchange for issuance of two tranches of 5,000,000 shares (subject to certain true-up provisions), for services to be rendered between December 21, 2018 and March 20, 2019, and 3,000,000 shares (subject to certain true-up provisions), for services to be rendered between March 21, 2019 and December 20, 2019 of the Company’s common stock. On May 8, 2019, the Company terminated the agreement with the consent of the consultant. The consultant agreed that the issuance of the first tranche of 5,000,000 shares (including the true-up provision) together with cash payments already made by the Company to the consultant fully satisfied the obligations (past and future) that the Company has under the consulting agreement. The true-up provisions in relation to the first tranche of 5,000,000 shares require that if the Company’s stock closes below $0.025 per share on a split adjusted basis in the trading week of September 23, 2019 to September 27, 2019, (trading week 1) the Company will be required to issue an amount of its common stock based on the difference between agreed upon value of the shares and the lowest closing price of the Company’s common stock during trading week 1. In March 2019, the Company issued the first tranche of 5,000,000 shares of its common stock valued at $0.02 per share based on the quoted trading price to the consultant, or $100,000, which will be amortized over the term of the agreement. The Company recorded $100,000 of consulting expense with respect to such shares of its common stock during the nine months ended March 31, 2019. October 5, 2018 Equity Purchase Agreement On October 5, 2018 (the “L2 Closing Date”), the Company entered into an Equity Purchase Agreement (the “L2 Purchase Agreement”) with L2 Capital, LLC (“L2 Capital”) pursuant to which L2 Capital committed to purchase up to $10,000,000 (the “Maximum Amount”) of the Company’s common stock (the “L2 Financing”). On the L2 Closing Date, the Company issued 3,850,597 shares of its common stock to L2 Capital as a commitment fee (the “Commitment Shares”), at a fair market value of $0.08 or $318,059, which was recorded as deferred offing costs and were amortized as a percentage of the Maximum Amount on a pro-rata conversion amount. Additionally, the proceeds received from the first put notice were net of $15,000 in legal fees and were recorded as deferred offering costs. Total amortization expense for the nine months ended March 31, 2019 was $333,059. The Commitment Shares are subject to a lock-up/leak-out limitation as described below. In connection with the L2 Financing, on the L2 Closing Date, the Company and L2 Capital also entered into a Registration Rights Agreement (the “L2 Registration Rights Agreement”, and together with the Purchase Agreement, the “L2 Transaction Documents”). The Company received net proceeds from the sale of the Put Shares directly to the Investor pursuant to the Purchase Agreement, however, the Company did not receive any proceeds from the resale of the Put Shares by L2 Capital thereafter. Upon filing and effectiveness of the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on October 30, 2018, and provided other closing conditions are met, from time to time over the term of the Purchase Agreement, the Company had the right, but not the obligation, to direct the Investor to purchase shares of the Company’s common stock (the “L2 Put Shares”) in a maximum amount of $1,000,000, provided that the number of L2 Put Shares did not exceed 250% of the Average Daily Trading Volume (as defined in the L2 Purchase Agreement). At any time and from time to time during the 3-year term of the L2 Purchase Agreement (the “Commitment Period”), the Company had the right to deliver a notice L2 Capital (the “L2 Put Notice”) and was obligated to deliver the Put Shares to Investor via DWAC (as defined in the L2 Purchase Agreement) within two trading days. The purchase price (the “L2 Purchase Price”) for the Put Shares was 87.5% of the one lowest daily volume weighted average price on the Principal Market (as defined in the L2 Purchase Agreement) (as reported by Bloomberg Finance L.P.) during the five trading days immediately following the date L2 Capital receives the L2 Put Shares via DWAC associated with the applicable Put Notice (the “L2 Valuation Period”). The closing of a Put Notice occurred within one trading day following the end of the respective L2 Valuation Period, whereby (i) L2 Capital was obligated to deliver the L2 Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) L2 Capital was obligated to return surplus L2 Put Shares if the value of the L2 Put Shares delivered to L2 Capital caused the Company to exceed the maximum commitment amount. The Company could not deliver another L2 Put Notice to L2 Capital within ten trading days of a prior Put Notice. The “L2 Investment Amount” means the aggregate L2 Purchase Price for the L2 Put Shares purchased by L2 Capital, minus clearing costs due to L2 Capital’s broker or to the Company’s transfer agent for the issuance of the L2 Put Shares (the “L2 Clearing Costs”). The right of the Company to issue and sell the L2 Put Shares to L2 Capital was subject to the satisfaction of certain closing conditions, including, but not limited to, (i) the Company’s Registration Statement on Form S-1 registering for resale by the Investor of the L2 Put Shares and Commitment Shares continuing to be effective as was declared by the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2018, (ii) accuracy of the Company’s representations and warranties, (iii) the Company’s performance under the L2 Purchase Agreement in all material respects, (iv) no suspension of trading or delisting of the Company’s common stock, (v) limitation of L2 Capital’s beneficial ownership to no more than 9.99%, (vi) the Company maintaining its DWAC-eligible status, (vii) the Company maintaining a sufficient share reserve, and (viii) the minimum pricing for the L2 Put Shares must exceed $0.0001. Pursuant to the terms of the L2 Registration Rights Agreement, the Company filed the L2 Registration Statement on October 17, 2018 and the Registration Statement was declared effective by the SEC on October 30, 2018. L2 Capital agreed, for a period of 180 days from the L2 Closing Date, not to sell, on any given day, a number of Commitment Shares that exceeds the greater of (i) 5% of the average daily trading volume of the Company’s shares of common stock for the period ended one trading day prior to the date of such sale, as reported on the Principal Market; and (ii) such number of Commitment Shares that equals (x) $5,000, divided by, (y) the closing price of the Company’s shares of common stock one trading day prior to the date of such sale, as reported on the Principal Market. Effective as of the L2 Closing Date, the Company reserved 462,071,621 shares of its common stock from its authorized and unissued shares of common stock to provide for all issuances of shares of common stock under the L2 Transaction Documents (in the event that the Company issued and sold the L2 Put Shares up to the Maximum Amount) and was required to reserve and keep available out of its authorized and unissued shares of common stock a number of shares of common stock at least three times the number of shares of common stock obtained by dividing the remaining balance on the maximum commitment amount by the L2 Purchase Price. While the Company had the obligation to maintain such reserve while the Purchase Agreement was effective, the Company did not have the obligation to sell any L2 Put Shares to L2 Capital. L2 Capital agreed, and agreed to cause any affiliate of L2 Capital acting on its behalf or pursuant to any understanding with it, not to execute any short sales during the period from the date hereof to the end of the Commitment Period. As of about February 7, 2019, the Company reached the maximum number of shares that it could put under the L2 Purchase Agreement, and therefore, the Company would have had to file with the SEC a new registration statement registering additional shares under the L2 Purchase Agreement if the Company had determined to continue to utilize the L2 Purchase Agreement. During the nine months ended March 31, 2019, the Company issued 56,600,000 shares of its common stock at an average price per share of $0.017, ranging from $0.013 to $0.04, as a result of delivering 14 L2 Put Notices to L2 Capital. As of March 31, 2019, the Company received gross aggregate proceeds of $964,009 from such put notices. Effective as of February 25, 2019, the Company terminated the L2 Purchase Agreement. February 25, 2019 Equity Purchase Agreement On February 25, 2019 (the “Closing Date”), the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with a certain institutional investor (the “Investor”) pursuant to which the Investor committed to purchase up to $10,000,000 (the “Maximum Amount”) of the Company’s common stock (the “Financing”). In connection with the Financing, on the Closing Date, the Company and the Investor also entered into a Registration Rights Agreement (the “Registration Rights Agreement”, and together with the Purchase Agreement, the “Transaction Documents”). The Company will receive net proceeds from the sale of the Put Shares directly to the Investor pursuant to the Purchase Agreement, however, the Company will not receive any proceeds from the resale of the Put Shares by the Investor thereafter. Upon filing and effectiveness of the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on March 7, 2019, and provided other closing conditions are met, from time to time over the term of the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor to purchase shares of the Company’s common stock (the “Put Shares”) in a maximum amount of $1,000,000, provided that the number of Put Shares did not exceed 250% of the Average Daily Trading Volume (as defined in the Purchase Agreement). At any time and from time to time during the 3-year term of the Purchase Agreement (the “Commitment Period”), the Company has the right to deliver a notice to the Investor (the “Put Notice”) and is obligated to deliver the Put Shares to Investor via DWAC (as defined in the Purchase Agreement) within two trading days. The purchase price (the “Purchase Price”) for the Put Shares was 87.5% of the one lowest daily volume weighted average price on the Principal Market (as defined in the Purchase Agreement) (as reported by Bloomberg Finance L.P.) during the five trading days immediately following the date the Investor receives the Put Shares via DWAC associated with the applicable Put Notice (the “Valuation Period”). The closing of a Put Notice occurs within one trading day following the end of the respective Valuation Period, whereby (i) the Investor is obligated to deliver the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) the Investor is obligated to return surplus Put Shares if the value of the Put Shares delivered to the Investor causes the Company to exceed the maximum commitment amount. The Company cannot deliver another Put Notice to the Investor within ten trading days of a prior Put Notice. The “Investment Amount” means the aggregate Purchase Price for the Put Shares purchased by the Investor, minus clearing costs due to the Investor’s broker or to the Company’s transfer agent for the issuance of the Put Shares (the “Clearing Costs”). The right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of certain closing conditions, including, but not limited to, (i) the Company’s Registration Statement on Form S-1 registering for resale by the Investor of the Put Shares continuing to be effective as was declared by the SEC on March 7, 2019, (ii) accuracy of the Company’s representations and warranties, (iii) the Company’s performance under the Purchase Agreement in all material respects, (iv) no suspension of trading or delisting of the Company’s common stock, (v) limitation of the Investor’s beneficial ownership to no more than 9.99%, (vi) the Company maintaining its DWAC-eligible status, (vii) the Company maintaining a sufficient share reserve, and (viii) the minimum pricing for the Put Shares must exceed $0.0001. Pursuant to the terms of the Registration Rights Agreement, the Company filed the Registration Statement on February 25, 2019 and the Registration Statement was declared effective by the SEC on March 7, 2019. Effective as of the Closing Date, the Company reserved 666,666,667 shares of its common stock from its authorized and unissued shares of common stock to provide for all issuances of shares of common stock under the Transaction Documents (in the event that the Company issued and sold the Put Shares up to the Maximum Amount) and was required to reserve and keep available out of its authorized and unissued shares of common stock a number of shares of common stock at least three times the number of shares of common stock obtained by dividing the remaining balance on the maximum commitment amount by the Purchase Price. While the Company has the obligation to maintain such reserve while the Purchase Agreement was effective, the Company does not have the obligation to sell any Put Shares to the Investor. The Investor agreed, and agreed to cause any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, not to execute any short sales during the period from the date hereof to the end of the Commitment Period. During the nine months ended March 31, 2019, the Company issued 7,000,000 shares of its common stock at an average price per share of $0.0097, ranging from $0.0096 to $0.0098, as a result of delivering two Put Notices to the Investor. As of March 31, 2019, the Company received gross aggregate proceeds of $67,970 from such put notices. Warrants: On August 29, 2018, the Company received payment of $39 AUD for the exercise of a warrant for 12,000 shares of the Company’s common stock and issued such shares as a result of the exercise. On December 2, 2018, a total of 104,000 warrants expired. No warrants were issued during the nine months ended March 31, 2019. As of March 31, 2019, there were 29,517 warrants outstanding and exercisable with expiration dates commencing May 2020 and continuing through November 2020, with a weighted average exercise price per share of $9.53. Options: As of March 31, 2019, the Company had entered into agreements to grant options to purchase 572,000 shares of its common stock, with a weighted average exercise price per share of $7.50. No stock options were issued during the nine months ended March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. As of March 31, 2019, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations or business. IRS Liability As part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between the foreign subsidiary and the parent company. From 2012 through the 2014, the Company did not file this form in a timely manner. As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $10,000 per year, or $30,000 in total, plus accrued interest. The Company recorded the penalties for all three years during the year ended June 30, 2018 and is negotiating a payment plan. The Company is current on all subsequent filings. Operating Agreements In November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “University”) whereby the Company and the University co-owned the intellectual property relating to the Company’s pro-enzyme formulations. In June 2012, the Company and the University entered into an assignment and amendment whereby the Company assumed full ownership of the intellectual property while agreeing to pay royalties of 2% of net revenues to the University. Additionally, the Company agreed to pay 5% of each and every license agreement subscribed for. The contract is cancellable at any time by either party. To date, no amounts are owed under the agreement. Operating Leases On May 4, 2016, the Company entered into a new five-year operating lease agreement with a Horizon Pty Ltd., a related party, of which Mr. Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors, with monthly rent of $3,300 AUD or $2,325 USD, inclusive of GST (See Note 8 – Related Party Transactions). Future minimum operating lease commitments consisted of the following at March 31, 2019: Fiscal Year Ended June 30, Amount (USD) Remainder 2019 $ 6,951 2020 $ 27,900 2021 $ 27,900 Rent expense for the nine months ended March 31, 2019 and 2018 was $21,775 and $23,734, respectively. Amatsigroup Agreement The Company entered into a Manufacturing Services Agreement (the “MSA”) and Quality Assurance Agreement (the “QAA”), each with an effective date of August 12, 2016, with Amatsigroup NV (“Amatsigroup”), formerly known as Q-Biologicals, NV, a contract manufacturing organization located in Belgium. Pursuant to the MSA, Amatsigroup produces certain drug substances and products containing certain enzymes for the Company at its facility in Belgium. The Company uses these substances and products for development purposes, including but not limited to future clinical trials. The MSA contemplates payment to Amatsigroup pursuant to a pre-determined fee schedule based on the completion of certain milestones that depend on our manufacturing requirements and final batch yield. The Company anticipates that its payments to Amatsigroup under the MSA will range between $2.5 million and $5.0 million over three years, when the finished drug product is manufactured and released for clinical trials. The Company has spent a total of $1,689,146 of costs to date under this contract of which $1,639,192 was expensed in prior years and $49,854 was expensed in the nine months ended March 31, 2019. The MSA shall continue for a term of three years unless extended by mutual agreement in writing. The Company can terminate the MSA early for any reason upon the required notice period, however, in such event, the pre-payment paid upon signing the MSA is considered non-refundable. Each party to the MSA shall have the right to terminate the MSA by written notice to the other party if the other party commits a material breach of the MSA (subject to a 30-day cure period). The QAA sets forth the parties respective obligations and responsibilities relating to the manufacturing and testing of the products under the MSA. The agreements with Amatsigroup contain certain customary representations, warranties and limitations of liabilities, and confidentiality and indemnity obligations. Investment Banking Agreements On February 23, 2018, the Company entered into an agreement with an effective date of February 14, 2018 with a certain investment bank, pursuant to which the Company retained the investment bank as its placement agent. As of December 31, 2018, no funds have been raised pursuant to this agreement and the agreement expired on its terms. On February 4, 2019, the Company entered into an agreement with a certain investment bank (the “Investment Bank”), pursuant to which the Company retained the Investment Bank as its exclusive placement agent through May 31, 2019. In the event of the closing of an offering during such period (or the tail period after, if applicable) the Investment Bank would receive a percentage of the proceeds in cash and a percentage of the shares of common stock issued by the Company in the offering as warrants. As of March 31, 2019, no funds have been raised pursuant to this agreement. Collaboration Agreement On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaen (the “University”) to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 52,000 Euros ($59,508 USD) in year one and a maximum of 40,000 Euros ($45,775 USD) in year two. Additionally, in exchange for full ownership of the intellectual property the Company agreed to pay royalties of 2% of net revenues to the University. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS Since its inception, the Company has conducted transactions with its directors and entities related to such directors. These transactions have included the following: As of March 31, 2019 and June 30, 2018, the Company owed a current and a former director a total of $52,570 and $54,753, respectively, for money loaned to the Company throughout the years. The total loans balance owed at March 31, 2019 and June 30, 2018 is not interest bearing (See Note 4 – Loans and Notes Payable). As of March 31, 2019 and June 30, 2018, the Company owed its former director a total of $31,587 and $32,898, respectively, related to expenses paid on behalf of the Company related to corporate startup costs and intellectual property (See Note 3 – Due to Former Director – Related Party). Effective May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related party, of which Mr. Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors. The lease has a five-year term and provides for annual rental payments of $39,600 AUD or $27,902 USD, which includes $3,600 AUD or $2,537 USD of goods and service tax for total payments of $198,000 AUD or $139,511 USD during the term of the lease. As of March 31, 2019, total payments of $89,100AUD or $63,296 USD remain on the lease. The Company and Mr. Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”) setting forth the terms and conditions of Mr. Nathanielsz employment as the Company’s President and Chief Executive Officer. The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019; however, the term of the Nathanielsz Employment Agreement automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of its intent not to renew. The Nathanielsz Employment Agreement continues in effect as of March 31, 2019. Also see Note 11 – Subsequent Events. The Nathanielsz Employment Agreement provides Mr. Nathanielsz with a base salary of $25,000 AUD per month ($300,000 AUD annually or $211,380 USD) and a monthly contribution to Mr. Nathanielsz’s pension equal to 9.5% of his monthly salary. Mr. Nathanielsz has the ability to convert any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr. Nathanielsz and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion. Pursuant to the Nathanielsz Employment Agreement, Mr. Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company. On March 16, 2018, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $300,000 AUD ($211,380 USD) to $400,000 AUD ($281,840 USD), effective February 2018. Mr. Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive part-time employee of the Company since October 2015. Effective February 1, 2018. Mrs. Nathanielsz receives an annual salary of $84,552 and is entitled to customary benefits. Pursuant to a February 25, 2016 board resolution, James Nathanielsz shall be paid $4,481 AUD ($3,157 USD), on a monthly basis for the purpose of acquiring and maintaining an automobile. For the nine months ended March 31, 2019, a total of $28,415 in payments have been made with respect to Mr. Nathanielsz’s car allowance. Pursuant to the approval of the Company’s board of directors, on March 16, 2018, Mr. Nathanielsz was granted a $300,000 AUD bonus for accomplishments achieved while serving as the Company’s Chief Executive Officer during the fiscal year ended June 30, 2018. A total of $80,046 AUD in payments were made in the year ended June 30, 2018. During the nine months ended March 31, 2019, an additional $219,954 AUD was paid. Such bonus has now been fully paid to Mr. Nathanielsz. |
Concentrations and Risks
Concentrations and Risks | 9 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations and Risks | NOTE 9 – CONCENTRATIONS AND RISKS Concentration of Credit Risk The Company maintains its cash in banks and financial institutions in Australia. Bank deposits in Australian banks are uninsured. The Company has not experienced any losses in such accounts through March 31, 2019. Receivable Concentration As of March 31, 2019 and June 30, 2018, the Company’s receivables were 100% related to reimbursements on GST taxes paid. Patent and Patent Concentration The Company has filed multiple patent applications relating to its lead product, PRP. The Company’s lead patent application has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, Republic of Korea and India. In Brazil and Canada, the patent application remains under examination. In 2016 and early 2017, we filed other patent applications. Three applications were filed under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can simultaneously seek protection for an invention in over 150 countries. Once filed, the application is placed under the control of the national or regional patent offices, as applicable, in what is called the national phase. One of the PCT applications filed in November 2016, entered national phase in July 2018 and another PCT application is currently entering national phase in August 2018. A third PCT application entered the national phase in October 2018. Further patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions of proenzymes for treating cancer. Foreign Operations As of March 31, 2019 and June 30, 2018, the Company’s operations are based in Camberwell, Australia, however the majority of research and development is being conducted in the European Union. On July 22, 2016, the Company formed a wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise. As of March 31, 2019, there has been no activity within this entity. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 9 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Fair Value Measurements | NOTE 10 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Derivative Financial Instruments: The Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity The Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method. The closing price of the Company’s common stock at March 29, 2019, the last trading day of the quarter ended March 31, 2019, was $0.0107. Volatility, expected remaining term and risk free interest rates used to estimate the fair value of derivative liabilities at March 31, 2019 are indicated in the table that follows. The expected term is equal to the remaining term of the warrants or convertible instruments and the risk free rate is based upon rates for treasury securities with the same term. Convertible Debt Initial Valuations (on new derivative instruments entered into during the nine months ended March 31, 2019) March 31, 2019 Volatility 294.92 % 348.33% – 409.24 % Expected Remaining Term (in years) 1 .36 - .66 Risk Free Interest Rate 2.47 % 2.44% –2.56 % Expected dividend yield None None Fair Value Measurements: The Company measures and reports at fair value the liability for derivative instruments. The fair value liabilities for price adjustable warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019: Balance at March 31, 2019 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Embedded conversion option liabilities $ 11,097 $ — $ — $ 11,097 Total $ 11,097 $ — $ — $ 11,097 The following is a roll forward for the nine months ended March 31, 2019 of the fair value liability of price adjustable derivative instruments: Fair Value of Liability for Derivative Instruments Balance at June 30, 2018 $ 371,532 Reductions due to conversions (1,388,764 ) Reductions due to repayment of debt (936,650 ) Initial fair value of embedded conversion option derivative liability recorded as debt discount 50,000 Initial fair value of embedded conversion option derivative liability recorded as expense 346,380 Change in fair value included in statements of operations 1,568,599 Balance at March 31, 2019 $ 11,097 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS Note Conversions From April 1, 2019 through the date of this Quarterly Report, the Company issued 27,586,579 shares of its common stock at an average conversion price of $0.00044, ranging from $0.0048 to $0.006, as a result of the conversion of principal and interest in the aggregate amount of $145,732 underlying certain outstanding convertible notes converted during such period. Put Notices From April 1, 2019 through the date of this Quarterly Report, the Company issued put notices to the Investor for an aggregate of 8,000,000 shares of its common stock at an average price per share of $0.0085 and has received gross proceeds of $28,970, and anticipates the receipt of approximately an additional $28,175 in gross proceeds as a result of executing the last submitted put notice. New Employment and Services Agreements with Management Amended and Restated Employment Agreement ― On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with James Nathanielsz, the Company’s Chief Executive Officer, Chairman, acting Chief Financial Officer and a director, for a term of three years, subject to automatic one-year renewals, at an annual salary of $400,000 AUD. Pursuant to the Employment Agreement, Mr. Nathanielsz was granted options to purchase 19,500,000 shares of the Company’s common stock (the “Nathanielsz Options”), with an exercise price per share of $0.00935 (110% of the closing market price of the Company’s common stock on May 14, 2019 (or $0.0085), the date of approval of such grant by the Company’s board of directors), (ii) 19,500,000 restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and (iii) an additional 19,500,000 restricted stock units of the Company (the “Additional Nathanielsz RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan (as defined below) approved by the Company’s board of directors on the Effective Date. The Nathanielsz Options have a term of 10 years from the date of grant. 1/3 rd The 39,000,000 restricted stock units were valued at the fair value of $0.0085 per unit or $331,500 based on the quoted trading price on the date of grant. The 19,500,000 stock options were valued using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.0085 based on quoted trading price on date of grant, exercise price of $0.0093, dividend yield of zero, years to maturity of 10.00, a risk free rate of 2.42%, and expected volatility 268% for a total value of $165,747. Amended and Restated Services Agreement ― On the Effective Date, the Company also entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr. Kenyon, the Company’s Chief Scientific Officer and a director, for a term of three years, subject to automatic one-year renewals, at an annual salary of $54,000 AUD. In connection with the execution of the Services Agreement, Dr. Kenyon was designated as an executive officer of the Company and assumed a more active executive role with the Company. Pursuant to the Services Agreement, Dr. Kenyon was granted options to purchase 9,750,000 shares of the Company’s common stock (the “Kenyon Options”), with an exercise price per share of $0.0085 (100% of the closing market price of the Company’s common stock on May 14, 2019, the date of approval of such grant by the Company’s board of directors), (ii) 9,750,000 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 9,750,000 restricted stock units of the Company (the “Additional Kenyon RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan (as defined below) approved by the Company’s board of directors on the Effective Date. The Kenyon Options have a term of 10 years from the date of grant. 1/3 rd The 19,500,000 restricted stock units were valued at the fair value of $0.0085 per unit or $165,750 based on the quoted trading price on the date of grant. The 9,750,000 stock options were valued using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.0085 based on quoted trading price on date of grant, exercise price of $0.0085, dividend yield of zero, years to maturity of 10.00, a risk free rate of 2.42%, and expected volatility 268% for a total value of $82,873. 2019 Equity Incentive Plan On the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of 117,000,000 shares of the Company’s common stock for issuance under the 2019 Plan. Incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting and Reporting Policies (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Propanc Biopharma, Inc. (the “Company,” “we,” “us” or “our”) was originally incorporated in Melbourne, Victoria Australia on October 15, 2007 as Propanc PTY LTD, and continues to be based in Camberwell, Victoria Australia. Since its inception, substantially all of the operations of the Company have been focused on the development of new cancer treatments targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent the cancer from returning and spreading. The Company anticipates establishing global markets for its technologies. Our lead product candidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes acting synergistically. It is currently in the preclinical phase of development. On November 23, 2010, the Company was incorporated in the state of Delaware as Propanc Health Group Corporation. In January 2011, to reorganize the Company, we acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis making it a wholly-owned subsidiary of the Company. On July 22, 2016, the Company formed a wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of March 31, 2019, there has been no activity within this entity. Effective April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to better reflect the Company’s stage of operations and development. The Company has filed multiple patent applications relating to its lead product, PRP. The first application was filed in October 2010 in each of the countries listed in the table below. This application has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, Republic of Korea and India. In Brazil and Canada, the patent application remains under examination. In 2016 and 2017 we filed other patent applications, as indicated below. Three applications were filed under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, which allows the applicants to seek protection for an invention in over 150 countries. Once national or regional applications are filed, the application is placed under the control of the national or regional patent offices, as applicable, in what is called the national or regional phase. One PCT application, filed in November 2016, entered the national phase in July 2018 in each of the countries listed in the table below. A second application filed in January 2017 entered the national phase commencing July 2018. A third application entered the national phase in October 2018. No. Title Country Case Status Date Filed 1. A pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound, a vanilloid compound and a cytoplasmic reduction agent. USA, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Malaysia, Singapore, Malaysia South Africa, Mexico, Republic of Korea and India Granted Oct-22-2010 Brazil and Canada Under Examination Divisional applications filed and under examination in Mexico and China USA Divisional application granted 2. Proenzyme composition Australia, Canada, China, Europe, Hong Kong, India, Indonesia, Israel, Japan, Malaysia, New Zealand, Singapore, South Africa and USA Application filed and pending Nov-11-2016 3. Cancer Treatment Australia, Canada, China, Europe, Hong Kong, Israel, Japan, Malaysia, New Zealand, Singapore and USA Application filed and pending Jan-27-2017 4. Composition of proenzymes for cancer treatment Australia, China, Europe, Japan and USA Application filed and pending Apr-12-2017 The Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead product candidate, PRP, through various stages of development. |
Increase in Authorized Common Stock | Increase in Authorized Common Stock On September 21, 2018, the Company filed a Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 400,000,000 to 4,000,000,000, which was approved by the Company’s board of directors and holders of a majority of the Company’s voting stock on August 28, 2018. |
Basis of Presentation | Basis of Presentation The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and nine months ended March 31, 2019 and 2018 and cash flows for the nine months ended March 31, 2019 and 2018 and our financial position at March 31, 2019 have been made. The Company’s results of operations for the three and nine months ended March 31, 2019 are not necessarily indicative of the operating results to be expected for the full fiscal year ending June 30, 2019. Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities. Each ASC reference in this Quarterly Report is presented with a three-digit number, which represents its Topic. As necessary for explanation and as applicable, an ASC topic may be followed with a two-digit subtopic, a two-digit section or a two-or-three-digit paragraph. Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2018. The June 30, 2018 balance sheet is derived from those statements. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary, Propanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive subsidiary at March 31, 2019. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America (“US GAAP”) 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements include the estimates of useful lives for depreciation, valuation of derivatives, valuation of beneficial conversion features on convertible debt, allowance for uncollectable receivables, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates. |
Foreign Currency Translation and Other Comprehensive Income (Loss) | Foreign Currency Translation and Other Comprehensive Income (Loss) The Company’s functional currency is the Australian dollar (AUD). For financial reporting purposes, the Australian dollar has been translated into United States dollar ($) and/or (USD) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the statements of operations and comprehensive income (loss) as other comprehensive income (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date. Other Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses). Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred. As of March 31, 2019 and June 30, 2018, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows: March 31, 2019 June 30, 2018 Exchange rate on balance sheet dates USD : AUD exchange rate 0.7104 0.7399 Average exchange rate for the period USD : AUD exchange rate 0.7203 0.7753 The exchange rates used to translate amounts in AUD into USD for the period ended March 31, 2018 are: 0.7816 as of the balance sheet date and 0.7690 average exchange rate for that period. Change in Accumulated Other Comprehensive Income (Loss) by component during the nine months ended March 31, 2019 was as follows: Foreign Currency Items: Beginning balance, June 30, 2018 $ 357,929 Foreign currency translation gain 518,928 Ending balance, March 31, 2019 $ 876,857 |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same. The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Also see Note 10 - Derivative Financial Instruments and Fair Value Measurements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts. Bank overdrafts are reflected as a current liability on the balance sheets. There were no cash equivalents as of March 31, 2019 or June 30, 2018. |
Patents | Patents Patents are stated at cost and reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency. However, the Company will expense any product costs as long as we are in the startup stage. Accordingly, as the Company’s products were and are not currently approved for market, all patent costs incurred from 2013 through March 31, 2019 were expensed immediately. This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, “ Long-lived assets,” |
Australian Goods and Services Tax ("GST") | Australian Goods and Services Tax (“GST”) Revenues, expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive of GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office. Cash flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. As of March 31, 2019 and June 30, 2018, the Company was owed $4,379 and $6,257, respectively, from the Australian Taxation Office. These amounts were fully collected subsequent to the balance sheet reporting dates. |
Derivative Instruments | Derivative Instruments ASC Topic 815, Derivatives and Hedging |
Convertible Notes with Variable Conversion Options | Convertible Notes With Variable Conversion Options The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “ Distinguishing Liabilities from Equity |
Income Taxes | Income Taxes The Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue Service, respectively. The Company follows ASC 740 “ Accounting for Income Taxes The Company follows ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes On December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was enacted and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from 34% to 21% for fiscal years beginning after December 31, 2017. On December 22, 2017, the SEC Staff Accounting Bulletin No. 118 (“SAB 118”) was issued, which allows a company to recognize provisional tax amounts when it does not have the necessary information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides for a measurement of up to one year from the date of enactment. |
Research and Development Costs and Tax Credits | Research and Development Costs and Tax Credits In accordance with ASC 730-10, “Research and Development-Overall,” The Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The tax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income tax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount. The concession is recognized as an income tax benefit, in operations, upon receipt. During each of the nine months ended March 31, 2019 and 2018, the Company applied for, and received from the Australian Taxation Office, a research and development tax credit in the amount of $116,244 and $180,763, respectively, which is reflected as a tax benefit in the accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Stock Based Compensation | Stock Based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Stock Compensation Share Based Payment The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 “ Equity-Based Payments to Non-Employees |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. As of March 31, 2019, there were 29,517 warrants outstanding, 572,000 stock options and 11 convertible notes payable, which notes are convertible into approximately 118,197,663 shares of the Company’s common stock (based on the closing price on the last trading day of the quarter ended March 31, 2019). Each holder of the notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of issuance. Such securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Certain FASB Accounting Standard Updates (“ASU”) that are not effective until after March 31, 2019 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations. Future pronouncements are as follows: ASU 2016-02 ASU 2017-11 - ASU 2018-07 |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting and Reporting Policies (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Translation Exchange Rates | As of March 31, 2019 and June 30, 2018, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows: March 31, 2019 June 30, 2018 Exchange rate on balance sheet dates USD : AUD exchange rate 0.7104 0.7399 Average exchange rate for the period USD : AUD exchange rate 0.7203 0.7753 |
Schedule of Change in Accumulated Other Comprehensive Income (Loss) | Change in Accumulated Other Comprehensive Income (Loss) by component during the nine months ended March 31, 2019 was as follows: Foreign Currency Items: Beginning balance, June 30, 2018 $ 357,929 Foreign currency translation gain 518,928 Ending balance, March 31, 2019 $ 876,857 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The Company’s convertible notes outstanding at March 31, 2019 were as follows: Convertible notes and debenture $ 1,179,145 Unamortized discounts (25,162 ) Accrued interest 85,570 Premiums 828,164 Convertible notes, net $ 2,067,717 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum operating lease commitments consisted of the following at March 31, 2019: Fiscal Year Ended June 30, Amount (USD) Remainder 2019 $ 6,951 2020 $ 27,900 2021 $ 27,900 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | Convertible Debt Initial Valuations (on new derivative instruments entered into during the nine months ended March 31, 2019) March 31, 2019 Volatility 294.92 % 348.33% – 409.24 % Expected Remaining Term (in years) 1 .36 - .66 Risk Free Interest Rate 2.47 % 2.44% –2.56 % Expected dividend yield None None |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019: Balance at March 31, 2019 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Embedded conversion option liabilities $ 11,097 $ — $ — $ 11,097 Total $ 11,097 $ — $ — $ 11,097 |
Schedule of Derivative Liabilities at Fair Value | The following is a roll forward for the nine months ended March 31, 2019 of the fair value liability of price adjustable derivative instruments: Fair Value of Liability for Derivative Instruments Balance at June 30, 2018 $ 371,532 Reductions due to conversions (1,388,764 ) Reductions due to repayment of debt (936,650 ) Initial fair value of embedded conversion option derivative liability recorded as debt discount 50,000 Initial fair value of embedded conversion option derivative liability recorded as expense 346,380 Change in fair value included in statements of operations 1,568,599 Balance at March 31, 2019 $ 11,097 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting and Reporting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2019USD ($)Integershares | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)Integershares | Mar. 31, 2018USD ($) | Sep. 21, 2018shares | Jun. 30, 2018USD ($)shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | 400,000,000 | 4,000,000,000 | ||
Foreign currency exchange rate translation | 0.7104 | 0.7816 | 0.7104 | 0.7816 | 0.7399 | |
Cash equivalents | $ | ||||||
Value added tax receivable | $ | 4,379 | $ 4,379 | $ 6,257 | |||
Income tax percentage description | On December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA") was enacted and significantly revised the U.S. income tax law. The TCJA includes changes, which reduce the corporate income tax rate from 34% to 21% for fiscal years beginning after December 31, 2017. | |||||
Income tax percentage | 21.00% | |||||
Research and development costs | $ | 52,655 | $ 75,138 | $ 203,625 | $ 1,673,606 | ||
Tax Credits | $ | $ (726) | $ 485 | $ 116,244 | $ 180,763 | ||
Debt conversion percentage | 4.99% | |||||
Debt conversion percentage, description | Each holder of the notes has agreed to a 4.99% beneficial ownership conversion limitation, (subject to certain noteholders' ability to increase such limitation to 9.99% upon 60 days' notice to the Company) | |||||
Stock Options [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 572,000 | |||||
Convertible Notes Payable [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of convertible notes payable converted common shares | Integer | 11 | 11 | ||||
Warrants [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 29,517 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 118,197,663 | |||||
Maximum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 4,000,000,000 | |||||
Weighted Average [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Foreign currency exchange rate translation | 0.7203 | 0.7690 | 0.7203 | 0.7690 | 0.7753 | |
Previously Authorized Shares [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 400,000,000 |
Nature of Operations and Summ_5
Nature of Operations and Summary of Significant Accounting and Reporting Policies - Schedule of Translation Exchange Rates (Details) | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 |
USD : AUD exchange rate | 0.7104 | 0.7399 | 0.7816 |
Weighted Average [Member] | |||
USD : AUD exchange rate | 0.7203 | 0.7753 | 0.7690 |
Nature of Operations and Summ_6
Nature of Operations and Summary of Significant Accounting and Reporting Policies - Schedule of Change in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||||
Beginning balance | $ 357,929 | |||
Foreign currency translation gain | $ (115,567) | $ 198,634 | 518,928 | $ 28,370 |
Ending balance | $ 876,857 | $ 876,857 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Revenues | ||||||||||
Net loss | (581,856) | $ (1,450,038) | $ (2,124,936) | (1,491,006) | $ (2,201,979) | $ (1,923,743) | (4,156,830) | (5,616,728) | ||
Net cash used in operating activities | (1,793,805) | (1,730,085) | ||||||||
Working capital deficit | 3,424,337 | 3,424,337 | ||||||||
Stockholders' deficit | (3,413,023) | $ (3,904,036) | $ (5,558,044) | $ (6,772,914) | $ (7,149,320) | $ (6,737,522) | (3,413,023) | $ (6,772,914) | $ (6,751,920) | $ (5,441,751) |
Accumulated deficit | $ (49,439,508) | $ (49,439,508) | $ (45,282,678) |
Due to Former Director - Rela_2
Due to Former Director - Related Party (Details Narrative) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Related Party Transactions [Abstract] | ||
Due to directors - related parties | $ 31,587 | $ 32,898 |
Loans and Notes Payable (Detail
Loans and Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Directors and Officer [Member] | ||
Loans payable | $ 52,570 | $ 54,753 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | Dec. 24, 2018USD ($)Integer | Nov. 30, 2018USD ($)Integer | Nov. 07, 2018USD ($) | Oct. 02, 2018USD ($)Integershares | Sep. 12, 2018USD ($) | Sep. 06, 2018USD ($) | Aug. 29, 2018USD ($)Integer | Aug. 29, 2018USD ($) | Aug. 28, 2018USD ($)Integer$ / shares | Jul. 24, 2018USD ($)Integer | Jul. 19, 2018USD ($) | Jul. 16, 2018USD ($) | Jul. 13, 2018USD ($)Integer | Jun. 30, 2018USD ($)$ / shares | Jun. 29, 2018USD ($) | Jun. 26, 2018USD ($)Integer | Jun. 14, 2018USD ($) | May 31, 2018USD ($) | May 18, 2018USD ($) | May 15, 2018USD ($)Integer$ / shares | Apr. 13, 2018USD ($)Integer | Mar. 23, 2018USD ($)Integer | Mar. 12, 2018USD ($) | Mar. 05, 2018USD ($)Integer$ / shares | Feb. 27, 2018USD ($) | Jan. 29, 2018USD ($) | Jan. 25, 2018USD ($) | Jan. 22, 2018USD ($)Integer$ / shares | Dec. 29, 2017USD ($)Integer | Dec. 29, 2017USD ($) | Dec. 06, 2017USD ($) | Nov. 03, 2017USD ($)Integer$ / shares | Sep. 21, 2017USD ($)Integer | Sep. 14, 2017USD ($) | Aug. 10, 2017USD ($)Integer$ / shares | Aug. 09, 2017USD ($)Integer | Jul. 24, 2017USD ($) | Jul. 05, 2017USD ($) | Jun. 03, 2017USD ($) | May 04, 2017USD ($) | Apr. 11, 2017USD ($) | Mar. 02, 2017USD ($)Integer | Jan. 27, 2017USD ($)Integer | Dec. 12, 2016USD ($)Integer | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Sep. 30, 2018USD ($) | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Oct. 03, 2018USD ($) | Jun. 30, 2017USD ($) |
Common stock trading volume, percent | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 828,164 | $ 828,164 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion of converted amount | $ 583,331 | $ 1,095,100 | $ 1,413,317 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 38,167,877 | $ 44,805,892 | $ 44,805,892 | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, per share | $ / shares | $ 0.0084 | $ 0.02 | $ 0.0084 | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,236,000 | $ 2,385,781 | |||||||||||||||||||||||||||||||||||||||||||||||||
Embedded derivative, fair value of embedded derivative liability | $ 11,097 | 11,097 | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability of convertible debenture | 371,532 | 11,097 | 11,097 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 363,420 | $ 628,066 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 25,162 | 25,162 | |||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities, LLC [Member] | December 2017 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 284,990 | 284,990 | |||||||||||||||||||||||||||||||||||||||||||||||||
December 12, 2016 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 12, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of notes receivable | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | $ 95,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 66,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||
December 12, 2016 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | December 21 Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 8,296 | ||||||||||||||||||||||||||||||||||||||||||||||||||
December 12, 2016 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | December 12 Eagle Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 13,144 | 13,144 | |||||||||||||||||||||||||||||||||||||||||||||||||
January 27, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 190,000 | $ 230,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 27, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of notes receivable | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 11,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 153,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||
January 27, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | January 2017 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 14,988 | ||||||||||||||||||||||||||||||||||||||||||||||||||
January 27, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | January 2017 Eagle Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 230,000 | 230,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 33,356 | 33,356 | |||||||||||||||||||||||||||||||||||||||||||||||||
March 1, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 220,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 1, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of notes receivable | $ 220,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 10,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | $ 210,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 147,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
March 1, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | March 2017 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 20,061 | ||||||||||||||||||||||||||||||||||||||||||||||||||
March 1, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | March 2017 Eagle Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 220,500 | 220,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 18,625 | 18,625 | |||||||||||||||||||||||||||||||||||||||||||||||||
August 9, 2017 Securities Purchase Agreement [Member] | August 2017 Eagle Back End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 65,000 | 65,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 5,249 | $ 5,249 | |||||||||||||||||||||||||||||||||||||||||||||||||
August 9, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 8, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of notes receivable | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | $ 190,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 133,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 9, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | August 2017 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 120,000 | 80,000 | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 5,273 | 6,850 | 6,850 | ||||||||||||||||||||||||||||||||||||||||||||||||
August 9, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | August 2017 Eagle Back End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion of converted amount | 135,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
October 25, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 25, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, term | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of notes receivable | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | $ 190,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 133,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
October 25, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | October 2017 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 14,261 | 14,261 | |||||||||||||||||||||||||||||||||||||||||||||||||
October 25, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | October 2017 Eagle Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 13,417 | 13,417 | |||||||||||||||||||||||||||||||||||||||||||||||||
December 29, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 247,445 | 247,445 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 24,241 | 24,241 | |||||||||||||||||||||||||||||||||||||||||||||||||
December 29, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | December 2017 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 532,435 | $ 532,435 | 284,990 | 284,990 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 29, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 354,956 | 354,956 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 26,840 | 26,840 | |||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | 189,993 | 189,993 | |||||||||||||||||||||||||||||||||||||||||||||||||
December 29, 2017 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | December 2017 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion of convertible debt amount | 25,354 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of purchase price | $ 507,081 | ||||||||||||||||||||||||||||||||||||||||||||||||||
June 14, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 105,000 | 105,000 | 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 5,199 | $ 5,199 | |||||||||||||||||||||||||||||||||||||||||||||||||
June 14, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | June 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 14, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 70,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount, rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
June 14, 2018 Securities Purchase Agreement [Member] | Depository Trust Company [Member] | June 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
July 13, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 3,750 | $ 71,250 | |||||||||||||||||||||||||||||||||||||||||||||||||
July 13, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | July 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 75,000 | 75,000 | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 13, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,290 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 29, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | August 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 105,000 | $ 105,000 | 105,000 | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 70,000 | $ 70,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,948 | $ 4,948 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount, rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 29, 2018 Securities Purchase Agreement [Member] | Depository Trust Company [Member] | August 29, 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
October 2, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | October 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 210,000 | 210,000 | $ 210,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 3, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 60.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 140,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 8,285 | $ 8,285 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument principal payment | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
October 2, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | October 2018 GS Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 212,000 | 212,000 | $ 212,000 | $ 106,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 2, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 61.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 67,771 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 9,851 | $ 9,851 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 100,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock reserved for conversion | shares | 28,949,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
October 2, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | October 2018 GS Back End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 106,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 2, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
October 2, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | October 2018 GS Secured Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 106,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
November 30, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | November 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 105,000 | 105,000 | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 61.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 67,131 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,785 | $ 2,785 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount, rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument principal payment | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
November 30, 2018 Securities Purchase Agreement [Member] | Depository Trust Company [Member] | November 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 51.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
December 24, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | December 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 126,000 | 126,000 | $ 126,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 24, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 61.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 80,557 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,706 | $ 2,706 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt original issue discount, rate | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument principal payment | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
December 24, 2018 Securities Purchase Agreement [Member] | Depository Trust Company [Member] | December 2018 Eagle Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 51.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 9, 2017, December 29, 2017, June 14, 2018, July 13, 2018, August 29, 2018, October 2, 2018, November 30, 2018 and December 24, 2018 Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 933,445 | $ 933,445 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 52,505 | 52,505 | |||||||||||||||||||||||||||||||||||||||||||||||||
July 24, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 24, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | $ 152,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
July 24, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | July 2017 GS Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 8,169 | ||||||||||||||||||||||||||||||||||||||||||||||||||
July 24, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | July 2017 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 160,000 | 35,000 | 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,281 | 1,281 | |||||||||||||||||||||||||||||||||||||||||||||||||
July 24, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | July 2017 GS Note and July 2017 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 24, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 62.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 98,065 | ||||||||||||||||||||||||||||||||||||||||||||||||||
July 24, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | July 2017 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,420 | ||||||||||||||||||||||||||||||||||||||||||||||||||
September 21, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 24, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | 152,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
September 21, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | September 2017 GS Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 160,000 | 130,000 | 130,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,289 | 9,177 | 9,177 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion of converted amount | 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
September 21, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | September 2017 Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
September 21, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | September 2017 GS Note and September 2017 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 12, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 62.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 98,065 | ||||||||||||||||||||||||||||||||||||||||||||||||||
September 21, 2017 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | September 2017 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 160,000 | 160,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 6,975 | 6,975 | |||||||||||||||||||||||||||||||||||||||||||||||||
March 23, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 106,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 23, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 5,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | 100,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||
March 23, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | March 2018 GS Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 106,000 | 106,000 | 106,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,765 | 2,765 | |||||||||||||||||||||||||||||||||||||||||||||||||
March 23, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | March 2018 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 106,000 | 106,000 | 106,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,740 | 4,740 | |||||||||||||||||||||||||||||||||||||||||||||||||
March 23, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | March 2018 GS Note and March 2018 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 23, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 62.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 64,968 | ||||||||||||||||||||||||||||||||||||||||||||||||||
April 13, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | April 2018 GS Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 150,000 | $ 150,000 | 150,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | $ 142,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 95,902 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 8,429 | 8,429 | |||||||||||||||||||||||||||||||||||||||||||||||||
April 13, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | April 2018 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 150,000 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | $ 95,902 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,606 | 1,606 | |||||||||||||||||||||||||||||||||||||||||||||||||
April 13, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | April 2018 GS Note and April 2018 GS Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 13, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 61.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
April 13, 2018 and October 2, 2018 Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 212,000 | 212,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 9,851 | 9,851 | |||||||||||||||||||||||||||||||||||||||||||||||||
August 10, 2017 Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 310,000 | 9,000 | 9,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 10, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 65.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 18,188 | 18,188 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, per share | $ / shares | $ 1.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued expenses | 155,000 | 155,000 | $ 155,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Embedded derivative, fair value of embedded derivative liability | $ 578,212 | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 10, 2017 Consulting Agreement [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 140,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 10,764 | 19,418 | 19,418 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion of converted amount | 161,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
January 22, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | January 2018 Power Up Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 153,000 | 153,000 | 153,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 22, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 65.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | 153,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 6,120 | 6,120 | |||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, per share | $ / shares | $ 0.065 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Diligence fees | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net cash proceeds from convertible promissory note | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability of convertible debenture | $ 180,251 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument market price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
January 22, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | January 2018 Power Up Note [Member] | July 21, 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 150.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
March 5, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | March 2018 Power Up Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 5, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 65.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, per share | $ / shares | $ 0.065 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Diligence fees | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net cash proceeds from convertible promissory note | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability of convertible debenture | $ 65,231 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument market price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
March 5, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | March 2018 Power Up Note [Member] | September 1, 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 150.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
March 5, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | March 5 2018 Power Up Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,033 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt penalty amount | $ 20,362 | ||||||||||||||||||||||||||||||||||||||||||||||||||
May 15, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | May 2018 Power Up Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 53,000 | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | May 5, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 65.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,696 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, per share | $ / shares | $ 0.065 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Diligence fees | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net cash proceeds from convertible promissory note | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability of convertible debenture | $ 33,744 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument market price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt penalty amount | $ 20,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||
May 15, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | May 2018 Power Up Note [Member] | November 11, 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 150.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 28, 2018 Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, description | In the event that the Company fails to deliver to Power Up shares of common stock issuable upon conversion of principal or interest under the August 2018 Power Up Note within three business days of a notice of conversion by Power Up, the Company shall incur a penalty of $500, provided, however, that such fee shall not be due if the failure to deliver the shares is a result of a third party such as the transfer agent. | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 28, 2018 Securities Purchase Agreement [Member] | May 2018 Power Up Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 28, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 22.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Diligence fees | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net cash proceeds from convertible promissory note | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 28, 2018 Securities Purchase Agreement [Member] | August 2018 Power Up Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 53,000 | 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 2,068 | 2,068 | |||||||||||||||||||||||||||||||||||||||||||||||||
Penalty prepayment | 22,048 | ||||||||||||||||||||||||||||||||||||||||||||||||||
August 28, 2018 Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | February 24, 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 65.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price, per share | $ / shares | $ 0.065 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Embedded derivative, fair value of embedded derivative liability | $ 396,380 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument market price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Financing Agreement [Member] | JSJ Investments, Inc. [Member] | June 2018 JSJ Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 113,000 | $ 113,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 26, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium amount | 60,846 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,508 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net cash proceeds from convertible promissory note | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt penalty amount | $ 51,380 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, description | The June 2018 JSJ Note may be prepaid until December 23, 2018. If the June 2018 JSJ Note is prepaid within 90 days of the issuance date, then the prepayment premium shall be 135% of the face amount plus any accrued interest; if the JSJ Note is prepaid after 90 days from the issuance date, but prior to 121 days from the issuance date, then the prepayment premium shall be 140% of the face amount plus any accrued interest; and if the June 2018 JSJ Note is prepaid after 120 days from the issuance date, but prior to 180 days from the issuance date, then the prepayment premium shall be 145% of the face amount plus any accrued interest. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Financing Agreement [Member] | JSJ Investments, Inc. [Member] | June 2018 JSJ Note [Member] | December 23, 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading days | Integer | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry Enterprises LLC Financing Agreement [Member] | July 2018 Coventry Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion of converted amount | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 55,000 | 55,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Coventry Enterprises LLC Financing Agreement [Member] | July 2018 Coventry Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 24,700 | 24,700 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,019 | 5,019 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion of converted amount | $ 75,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, default, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry Enterprises LLC Financing Agreement [Member] | July 2018 Coventry Enterprises Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of notes receivable | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed from note receivable net | $ 95,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance on offsetting collateralized secured note | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry Enterprises LLC Financing Agreement [Member] | July 2018 Coventry Note and July 2018 Coventry Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 29, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock trading volume, percent | 61.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, description | Coventry Enterprises shall be restricted from effecting a conversion if such conversion, along with other shares of the Company's common stock beneficially owned by Coventry Enterprises and its affiliates, exceeds 9.9% of the outstanding shares of the Company's common stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 63,934 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry Enterprises LLC Financing Agreement [Member] | Coventry Enterprises, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry Enterprises LLC Financing Agreement [Member] | Coventry Enterprises, LLC [Member] | July 2018 Coventry Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 95,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Coventry Enterprises LLC Financing Agreement [Member] | Coventry Enterprises, LLC [Member] | July 2018 Coventry Back-End Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 28, 2019 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Convertible Notes (Details) | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Convertible notes and debenture | $ 1,179,145 |
Unamortized discounts | (25,162) |
Accrued interest | 85,570 |
Premiums | 828,164 |
Convertible notes, net | $ 2,067,717 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Feb. 25, 2019USD ($)$ / sharesshares | Dec. 27, 2018USD ($)$ / sharesshares | Dec. 06, 2018shares | Nov. 28, 2018USD ($)$ / sharesshares | Oct. 05, 2018USD ($)$ / sharesshares | Aug. 29, 2018AUD ($)shares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018shares | Sep. 30, 2017shares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 02, 2018shares | Nov. 20, 2018shares | Sep. 21, 2018shares | Jun. 30, 2018$ / sharesshares | Jun. 16, 2015$ / sharesshares | Dec. 09, 2014$ / sharesshares |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | 400,000,000 | 4,000,000,000 | |||||||||||||||
Preferred stock, shares authorized | 1,500,005 | 1,500,005 | 1,500,005 | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Preferred stock voting rights description | Each holder of outstanding shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. | ||||||||||||||||||
Debt conversion shares | 70,336,685 | 63,842,216 | 129,142,548 | ||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.0084 | $ 0.02 | $ 0.0084 | ||||||||||||||||
Debt conversion price per share, minimum | $ / shares | 0.0069 | 0.008 | $ 0.002 | 0.01 | |||||||||||||||
Debt conversion price per share, maximum | $ / shares | $ 0.011 | $ 0.04 | $ 0.04 | $ 0.04 | |||||||||||||||
Debt conversion amount | $ | $ 583,331 | $ 1,095,100 | $ 1,413,317 | ||||||||||||||||
Proceeds from issuance of common stock | $ | $ 1,031,979 | ||||||||||||||||||
Number of shares granted | 572,000 | ||||||||||||||||||
Stock option weighted average exercise price per share | $ / shares | $ 7.50 | $ 7.50 | |||||||||||||||||
Warrants [Member] | |||||||||||||||||||
Number of warrants outstanding | 12,000 | 29,517 | 29,517 | ||||||||||||||||
Number of warrant expired shares | 104,000 | ||||||||||||||||||
Warrants expiration term description | Expiration dates commencing May 2020 and continuing through November 2020 | ||||||||||||||||||
Weighted average exercise price per share | $ / shares | $ 9.53 | $ 9.53 | |||||||||||||||||
Warrants [Member] | AUD Currency [Member] | |||||||||||||||||||
Amount received from warrant | $ | $ 39 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Common stock, shares authorized | 4,000,000,000 | ||||||||||||||||||
Consulting Services Agreement with Certain Consultant Between December 21, 2018 and March 20, 2019 [Member] | |||||||||||||||||||
Common stock, par value | $ / shares | $ 0.02 | 0.02 | |||||||||||||||||
Number of common stock for services | 5,000,000 | ||||||||||||||||||
Adjustment for amortization | $ | $ 100,000 | ||||||||||||||||||
Consulting expense | $ | $ 100,000 | ||||||||||||||||||
True-up provision description | The consultant agreed that the issuance of the first tranche of 5,000,000 shares (including the true-up provision) together with cash payments already made by the Company to the consultant fully satisfied the obligations (past and future) that the Company has under the consulting agreement.The true-up provisions in relation to the first tranche of 5,000,000 shares require that if the Company's stock closes below $0.025 per share on a split adjusted basis in the trading week of September 23, 2019 to September 27, 2019, (trading week 1) the Company will be required to issue an amount of its common stock based on the difference between agreed upon value of the shares and the lowest closing price of the Company's common stock during trading week 1. | ||||||||||||||||||
Consulting Services Agreement with Consultant Between March 21, 2019 and December 20, 2019 [Member] | |||||||||||||||||||
Number of common stock for services | 3,000,000 | ||||||||||||||||||
October 5, 2018 Equity Purchase Agreement [Member] | |||||||||||||||||||
Share issued price per shares | $ / shares | $ 0.017 | $ 0.017 | |||||||||||||||||
Adjustment for amortization | $ | $ 333,059 | ||||||||||||||||||
Number of common shares issued during period | 56,600,000 | ||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 964,009 | ||||||||||||||||||
October 5, 2018 Equity Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Share issued price per shares | $ / shares | 0.04 | $ 0.04 | |||||||||||||||||
Proceeds from issuance of common stock | $ | $ 10,000,000 | ||||||||||||||||||
October 5, 2018 Equity Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Share issued price per shares | $ / shares | 0.013 | $ 0.013 | |||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||
Number of common shares reserved for future issuance | 462,071,621 | ||||||||||||||||||
Share issued price per shares | $ / shares | $ 0.0001 | ||||||||||||||||||
Equity purchase agreement description | Upon filing and effectiveness of the Company's Registration Statement on Form S-1, which was declared effective by the SEC on October 30, 2018, and provided other closing conditions are met, from time to time over the term of the Purchase Agreement, the Company had the right, but not the obligation, to direct the Investor to purchase shares of the Company's common stock (the "L2 Put Shares") in a maximum amount of $1,000,000, provided that the number of L2 Put Shares did not exceed 250% of the Average Daily Trading Volume (as defined in the L2 Purchase Agreement). At any time and from time to time during the 3-year term of the L2 Purchase Agreement (the "Commitment Period"), the Company had the right to deliver a notice L2 Capital (the "L2 Put Notice") and was obligated to deliver the Put Shares to Investor via DWAC (as defined in the L2 Purchase Agreement) within two trading days. The purchase price (the "L2 Purchase Price") for the Put Shares was 87.5% of the one lowest daily volume weighted average price on the Principal Market (as defined in the L2 Purchase Agreement) (as reported by Bloomberg Finance L.P.) during the five trading days immediately following the date L2 Capital receives the L2 Put Shares via DWAC associated with the applicable Put Notice (the "L2 Valuation Period"). The closing of a Put Notice occurred within one trading day following the end of the respective L2 Valuation Period, whereby (i) L2 Capital was obligated to deliver the L2 Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) L2 Capital was obligated to return surplus L2 Put Shares if the value of the L2 Put Shares delivered to L2 Capital caused the Company to exceed the maximum commitment amount. The Company could not deliver another L2 Put Notice to L2 Capital within ten trading days of a prior Put Notice. The "L2 Investment Amount" means the aggregate L2 Purchase Price for the L2 Put Shares purchased by L2 Capital, minus clearing costs due to L2 Capital's broker or to the Company's transfer agent for the issuance of the L2 Put Shares (the "L2 Clearing Costs").The right of the Company to issue and sell the L2 Put Shares to L2 Capital was subject to the satisfaction of certain closing conditions, including, but not limited to, (i) the Company's Registration Statement on Form S-1 registering for resale by the Investor of the L2 Put Shares and Commitment Shares continuing to be effective as was declared by the U.S. Securities and Exchange Commission (the "SEC") on October 30, 2018, (ii) accuracy of the Company's representations and warranties, (iii) the Company's performance under the L2 Purchase Agreement in all material respects, (iv) no suspension of trading or delisting of the Company's common stock, (v) limitation of L2 Capital's beneficial ownership to no more than 9.99%, (vi) the Company maintaining its DWAC-eligible status, (vii) the Company maintaining a sufficient share reserve, and (viii) the minimum pricing for the L2 Put Shares must exceed $0.0001. | ||||||||||||||||||
Equity ownership percentage | 9.99% | ||||||||||||||||||
Sales trading value | $ | $ 5,000 | ||||||||||||||||||
Average trading percentage of common stock | 5.00% | ||||||||||||||||||
February 25, 2019 Equity Purchase Agreement [Member] | |||||||||||||||||||
Common stock, shares authorized | 10,000,000 | ||||||||||||||||||
Number of common shares reserved for future issuance | 666,666,667 | ||||||||||||||||||
Number of common stock for services | 7,000,000 | ||||||||||||||||||
Share issued price per shares | $ / shares | $ 0.0001 | 0.0097 | $ 0.0097 | ||||||||||||||||
Proceeds from issuance of common stock | $ | $ 67,970 | ||||||||||||||||||
Equity purchase agreement description | Upon filing and effectiveness of the Company's Registration Statement on Form S-1, which was declared effective by the SEC on March 7, 2019, and provided other closing conditions are met, from time to time over the term of the Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor to purchase shares of the Company's common stock (the "Put Shares") in a maximum amount of $1,000,000, provided that the number of Put Shares did not exceed 250% of the Average Daily Trading Volume (as defined in the Purchase Agreement). At any time and from time to time during the 3-year term of the Purchase Agreement (the "Commitment Period"), the Company has the right to deliver a notice to the Investor (the "Put Notice") and is obligated to deliver the Put Shares to Investor via DWAC (as defined in the Purchase Agreement) within two trading days. The purchase price (the "Purchase Price") for the Put Shares was 87.5% of the one lowest daily volume weighted average price on the Principal Market (as defined in the Purchase Agreement) (as reported by Bloomberg Finance L.P.) during the five trading days immediately following the date the Investor receives the Put Shares via DWAC associated with the applicable Put Notice (the "Valuation Period"). The closing of a Put Notice occurs within one trading day following the end of the respective Valuation Period, whereby (i) the Investor is obligated to deliver the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) the Investor is obligated to return surplus Put Shares if the value of the Put Shares delivered to the Investor causes the Company to exceed the maximum commitment amount. The Company cannot deliver another Put Notice to the Investor within ten trading days of a prior Put Notice. The "Investment Amount" means the aggregate Purchase Price for the Put Shares purchased by the Investor, minus clearing costs due to the Investor's broker or to the Company's transfer agent for the issuance of the Put Shares (the "Clearing Costs"). | ||||||||||||||||||
Equity ownership percentage | 9.99% | ||||||||||||||||||
February 25, 2019 Equity Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Share issued price per shares | $ / shares | 0.0098 | $ 0.0098 | |||||||||||||||||
Legal fees | $ | $ 10,000,000 | ||||||||||||||||||
February 25, 2019 Equity Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Share issued price per shares | $ / shares | $ 0.0096 | $ 0.0096 | |||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Number of common stock for services | 2,000,000 | ||||||||||||||||||
Share issued price per shares | $ / shares | $ 0.02 | ||||||||||||||||||
Adjustment for amortization | $ | $ 39,000 | ||||||||||||||||||
Consulting expense | $ | $ 32,536 | ||||||||||||||||||
Consultant [Member] | Beginning November 1, 2018 and Ending May 1, 2019 [Member] | |||||||||||||||||||
Conversion of common stock | 2,000,000 | ||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||
Common stock, shares authorized | 1,000,000 | ||||||||||||||||||
Share issued price per shares | $ / shares | $ 0.03 | ||||||||||||||||||
Number of common shares issued during period | 1,000,000 | ||||||||||||||||||
Number of common shares issued during period, value | $ | $ 30,000 | ||||||||||||||||||
Investor [Member] | October 5, 2018 Equity Purchase Agreement [Member] | |||||||||||||||||||
Common stock, shares authorized | 10,000,000 | ||||||||||||||||||
Share issued price per shares | $ / shares | $ 0.08 | ||||||||||||||||||
Number of common shares issued during period | 3,850,597 | ||||||||||||||||||
Deferred offing costs | $ | $ 318,059 | ||||||||||||||||||
Legal fees | $ | $ 15,000 | ||||||||||||||||||
Lender [Member] | |||||||||||||||||||
Number of common shares reserved for future issuance | 1,251,210,391 | 1,251,210,391 | |||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Preferred stock, shares designated | 500,000 | ||||||||||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | ||||||||||||||||
Preferred stock, shares outstanding | 500,000 | 500,000 | 500,000 | ||||||||||||||||
Number of common stock for services | |||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 5 | 5 | 5 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Preferred stock, shares designated | 5 | ||||||||||||||||||
Preferred stock, shares issued | 1 | 1 | 1 | ||||||||||||||||
Preferred stock, shares outstanding | 1 | 1 | 1 | ||||||||||||||||
Number of common stock for services |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Sep. 13, 2018USD ($) | Sep. 13, 2018EUR (€) | May 04, 2016USD ($) | May 04, 2016AUD ($) | Jun. 30, 2012 | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Aug. 12, 2016USD ($) |
Penalty amount | $ 30,000 | $ 30,000 | ||||||||
Rent expense | 21,775 | $ 23,734 | ||||||||
Royalties percentage | 2.00% | 2.00% | ||||||||
Royalty Agreement Terms [Member] | ||||||||||
Operating leases income statement revenue percentage | 2.00% | |||||||||
License Agreement Terms [Member] | ||||||||||
Operating leases income statement revenue percentage | 5.00% | |||||||||
New Five-Year Operating Lease Agreement [Member] | ||||||||||
Payments for fees | $ 2,325 | |||||||||
New Five-Year Operating Lease Agreement [Member] | AUD Currency [Member] | ||||||||||
Payments for fees | $ 3,300 | |||||||||
Quality Assurance Agreement [Member] | ||||||||||
Contract cost | 49,854 | $ 1,639,192 | 1,689,146 | |||||||
Quality Assurance Agreement [Member] | Minimum [Member] | ||||||||||
Anticipated payment | $ 2,500,000 | |||||||||
Quality Assurance Agreement [Member] | Maximum [Member] | ||||||||||
Anticipated payment | $ 5,000,000 | |||||||||
One-Year Collaboration Agreement [Member] | ||||||||||
Payment for services | $ 59,508 | |||||||||
One-Year Collaboration Agreement [Member] | Euros [Member] | ||||||||||
Payment for services | € | € 52,000 | |||||||||
Two-Year Collaboration Agreement [Member] | ||||||||||
Payment for services | $ 45,775 | |||||||||
Two-Year Collaboration Agreement [Member] | Euros [Member] | ||||||||||
Payment for services | € | € 40,000 | |||||||||
IRS [Member] | ||||||||||
Penalty amount | $ 10,000 | $ 10,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder 2019 | $ 6,951 |
2020 | 27,900 |
2021 | $ 27,900 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 16, 2018USD ($) | Mar. 16, 2018AUD ($) | Feb. 01, 2018USD ($) | May 05, 2016USD ($) | May 05, 2016AUD ($) | Feb. 25, 2016USD ($) | Feb. 25, 2016AUD ($) | Feb. 25, 2015AUD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019AUD ($) | Jun. 30, 2018AUD ($) | Mar. 31, 2019AUD ($) | Jun. 30, 2018USD ($) | May 05, 2016AUD ($) |
Loans from related party | $ 52,570 | $ 54,753 | ||||||||||||
Due to related parties | 31,587 | 32,898 | ||||||||||||
Nathanielsz Employment Agreement [Member] | ||||||||||||||
Expired date | Feb. 25, 2018 | |||||||||||||
Compensation | 211,380 | |||||||||||||
Nathanielsz Employment Agreement [Member] | Minimum [Member] | ||||||||||||||
Compensation | $ 211,380 | |||||||||||||
Nathanielsz Employment Agreement [Member] | Maximum [Member] | ||||||||||||||
Compensation | $ 281,840 | |||||||||||||
AUD Currency [Member] | Board of Directors [Member] | ||||||||||||||
Related party transaction, amount | $ 80,046 | |||||||||||||
AUD Currency [Member] | Nathanielsz Employment Agreement [Member] | ||||||||||||||
Compensation | $ 25,000 | $ 300,000 | ||||||||||||
AUD Currency [Member] | Nathanielsz Employment Agreement [Member] | Minimum [Member] | ||||||||||||||
Compensation | $ 300,000 | |||||||||||||
AUD Currency [Member] | Nathanielsz Employment Agreement [Member] | Maximum [Member] | ||||||||||||||
Compensation | 400,000 | |||||||||||||
North Horizon Pty Ltd [Member] | ||||||||||||||
Lease term | 5 years | 5 years | ||||||||||||
Annual rental payments | $ 27,902 | |||||||||||||
Goods and service tax | 2,537 | |||||||||||||
Future minimum payments due | 63,296 | |||||||||||||
North Horizon Pty Ltd [Member] | AUD Currency [Member] | ||||||||||||||
Annual rental payments | $ 39,600 | |||||||||||||
Goods and service tax | $ 3,600 | |||||||||||||
Future minimum payments due | $ 89,100 | |||||||||||||
Current and Former Director [Member] | ||||||||||||||
Loans from related party | 52,570 | 54,753 | ||||||||||||
Former Director [Member] | ||||||||||||||
Due to related parties | $ 31,587 | $ 32,898 | ||||||||||||
Nathanielsz [Member] | North Horizon Pty Ltd [Member] | ||||||||||||||
Future minimum payments due | $ 139,511 | |||||||||||||
Nathanielsz [Member] | North Horizon Pty Ltd [Member] | AUD Currency [Member] | ||||||||||||||
Future minimum payments due | $ 198,000 | |||||||||||||
Sylvia Nathanielsz [Member] | Nathanielsz Employment Agreement [Member] | ||||||||||||||
Percentage of pension of monthly salary | 9.50% | 9.50% | ||||||||||||
Percentage of bonus of annual base salary | 200.00% | 200.00% | ||||||||||||
Mr. Nathanielsz [Member] | ||||||||||||||
Compensation | $ 84,552 | |||||||||||||
Payments for other fees | $ 28,415 | |||||||||||||
Mr. Nathanielsz [Member] | AUD Currency [Member] | Board of Directors [Member] | ||||||||||||||
Payments for other fees | $ 219,954 | |||||||||||||
James Nathanielsz [Member] | ||||||||||||||
Related party transaction, amount | $ 3,157 | |||||||||||||
James Nathanielsz [Member] | AUD Currency [Member] | ||||||||||||||
Related party transaction, amount | $ 4,481 | |||||||||||||
James Nathanielsz [Member] | AUD Currency [Member] | Board of Directors [Member] | ||||||||||||||
Officers' compensation | $ 300,000 |
Concentrations and Risks (Detai
Concentrations and Risks (Details Narrative) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | ||
Reimbursement on goods and service tax receivable percentage | 100.00% | 100.00% |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements (Details Narrative) | Mar. 31, 2019USD ($)$ / shares |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Convertible debt | $ | $ 9,000 |
Share price | $ / shares | $ 0.0107 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Details) - Convertible Debt [Member] | 9 Months Ended |
Mar. 31, 2019 | |
Volatility [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 348.33% |
Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 409.24% |
Volatility [Member] | Initial Valuations [Member] | |
Fair value assumptions, measurement input, percentages | 294.92% |
Expected Remaining Term [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, term | 4 months 9 days |
Expected Remaining Term [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, term | 7 months 28 days |
Expected Remaining Term [Member] | Initial Valuations [Member] | |
Fair value assumptions, measurement input, term | 1 year |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 2.44% |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 2.56% |
Risk Free Interest Rate [Member] | Initial Valuations [Member] | |
Fair value assumptions, measurement input, percentages | 2.47% |
Expected Dividend Yield [Member] | |
Fair value assumptions, measurement input, percentages | |
Expected Dividend Yield [Member] | Initial Valuations [Member] | |
Fair value assumptions, measurement input, percentages |
Derivative Financial Instrume_5
Derivative Financial Instruments and Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Embedded conversion option liabilities | $ 11,097 | |
Total | 11,097 | $ 371,532 |
Fair Value, Inputs, Level 1 [Member] | ||
Embedded conversion option liabilities | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Embedded conversion option liabilities | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Embedded conversion option liabilities | 11,097 | |
Total | $ 11,097 |
Derivative Financial Instrume_6
Derivative Financial Instruments and Fair Value Measurements - Schedule of Derivative Liabilities at Fair Value (Details) | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance at Beginning | $ 371,532 |
Reductions due to conversions | (1,388,764) |
Reductions due to repayment of debt | (936,650) |
Initial fair value of embedded conversion option derivative liability recorded as debt discount | 50,000 |
Initial fair value of embedded conversion option derivative liability recorded as expense | 346,380 |
Change in fair value included in statements of operations | 1,568,599 |
Balance at Ending | $ 11,097 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 14, 2019USD ($)$ / sharesshares | May 14, 2019AUD ($)shares | Apr. 02, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) |
Debt conversion shares | shares | 70,336,685 | 63,842,216 | 129,142,548 | |||||
Debt conversion price per share | $ 0.0084 | $ 0.02 | $ 0.0084 | |||||
Debt conversion price per share, minimum | 0.0069 | 0.008 | $ 0.002 | 0.01 | ||||
Debt conversion price per share, maximum | $ 0.011 | $ 0.04 | $ 0.04 | $ 0.04 | ||||
Debt conversion amount | $ | $ 583,331 | $ 1,095,100 | $ 1,413,317 | |||||
Proceeds from issuance of common stock | $ | $ 1,031,979 | |||||||
Stock price | $ 0.0107 | $ 0.0107 | ||||||
Subsequent Event [Member] | ||||||||
Debt conversion shares | shares | 27,586,579 | |||||||
Debt conversion price per share | $ 0.00044 | |||||||
Debt conversion price per share, minimum | 0.0048 | |||||||
Debt conversion price per share, maximum | $ 0.006 | |||||||
Debt conversion amount | $ | $ 145,732 | |||||||
Number of common stock shares issued | shares | 8,000,000 | |||||||
common stock, average price per share | $ 0.0085 | |||||||
Proceeds from issuance of common stock | $ | $ 28,970 | |||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | ||||||||
Number of shares reserved for future issuance | shares | 11,700,000 | |||||||
Subsequent Event [Member] | Put Notices [Member] | ||||||||
Proceeds from issuance of common stock | $ | $ 28,175 | |||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Nathanielsz [Member] | ||||||||
Agreement term | 3 years | 3 years | ||||||
Agreement renewal term | 1 year | 1 year | ||||||
Option purchase shares | shares | 19,500,000 | 19,500,000 | ||||||
Excercise price | $ 0.00935 | |||||||
Market price | 110.00% | 110.00% | ||||||
Granted exercise price | $ 0.0085 | |||||||
Option term | 10 years | 10 years | ||||||
Options vested, description | The Nathanielsz Options have a term of 10 years from the date of grant. 1/3rd of the Nathanielsz Options shall vest every successive one-year anniversary following the Effective Date, provided, that on each such vesting date Mr. Nathanielsz is employed by the Company and subject to the other provisions of the Employment Agreement. The Initial Nathanielsz RSUs shall vest on the one-year anniversary of the Effective Date, subject to Mr. Nathanielsz's continued employment with the Company through such vesting date. The Additional Nathanielsz RSUs will vest as follows, subject to Mr. Nathanielsz's continued employment with the Company through the applicable vesting date: (i) 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the Company submitting Clinical Trial Application (the "CTA") for PRP, the Company's lead product candidate ("PRP"), for a First-In-Human study for PRP (the "Study") in an applicable jurisdiction to be selected by the Company, (ii) 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the CTA being approved in an applicable jurisdiction, (iii) 3,900,000 of the Additional RSUs shall vest upon the Company completing an equity financing in the amount of at least $4,000,000 in gross proceeds, (iv) 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the shares of the Company's Common Stock being listed on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (v) the remaining 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the Company enrolling its first patient in the Study. Each vested restricted stock unit shall be settled by delivery to Mr. Nathanielsz of one share of the Company's common stock and/or the fair market value of one share of common stock in cash, at the sole discretion of the Company's board of directors and subject to the 2019 Plan, on the first to occur of: (i) the date of a Change of Control (as defined in the Employment Agreement), (ii) the date that is ten business days following the vesting of such restricted stock unit, (iii) the date of Mr. Nathanielsz's death or Disability (as defined in the Employment Agreement), and (iv) Mr. Nathanielsz's employment being terminated either by the Company without Cause or by Mr. Nathanielsz for Good Reason (each as defined in the Employment Agreement). In the event of a Change of Control, any unvested portion of the Nathanielsz Options and such restricted stock units shall vest immediately prior to such event. | The Nathanielsz Options have a term of 10 years from the date of grant. 1/3rd of the Nathanielsz Options shall vest every successive one-year anniversary following the Effective Date, provided, that on each such vesting date Mr. Nathanielsz is employed by the Company and subject to the other provisions of the Employment Agreement. The Initial Nathanielsz RSUs shall vest on the one-year anniversary of the Effective Date, subject to Mr. Nathanielsz's continued employment with the Company through such vesting date. The Additional Nathanielsz RSUs will vest as follows, subject to Mr. Nathanielsz's continued employment with the Company through the applicable vesting date: (i) 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the Company submitting Clinical Trial Application (the "CTA") for PRP, the Company's lead product candidate ("PRP"), for a First-In-Human study for PRP (the "Study") in an applicable jurisdiction to be selected by the Company, (ii) 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the CTA being approved in an applicable jurisdiction, (iii) 3,900,000 of the Additional RSUs shall vest upon the Company completing an equity financing in the amount of at least $4,000,000 in gross proceeds, (iv) 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the shares of the Company's Common Stock being listed on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (v) the remaining 3,900,000 of the Additional Nathanielsz RSUs shall vest upon the Company enrolling its first patient in the Study. Each vested restricted stock unit shall be settled by delivery to Mr. Nathanielsz of one share of the Company's common stock and/or the fair market value of one share of common stock in cash, at the sole discretion of the Company's board of directors and subject to the 2019 Plan, on the first to occur of: (i) the date of a Change of Control (as defined in the Employment Agreement), (ii) the date that is ten business days following the vesting of such restricted stock unit, (iii) the date of Mr. Nathanielsz's death or Disability (as defined in the Employment Agreement), and (iv) Mr. Nathanielsz's employment being terminated either by the Company without Cause or by Mr. Nathanielsz for Good Reason (each as defined in the Employment Agreement). In the event of a Change of Control, any unvested portion of the Nathanielsz Options and such restricted stock units shall vest immediately prior to such event. | ||||||
Gross proceeds from equity financing | $ | $ 4,000,000 | |||||||
Number of stock option value issued | shares | 19,500,000 | |||||||
Stock price | $ 0.0085 | |||||||
Exercise price | $ 0.0093 | |||||||
Dividend yield | 0.00% | 0.00% | ||||||
Years to maturity | 10 years | 10 years | ||||||
Risk free rate | 2.42% | 2.42% | ||||||
Expected volatility | 268.00% | 268.00% | ||||||
Restricted stock value | $ | $ 165,747 | |||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Nathanielsz [Member] | AUD Currency [Member] | ||||||||
Annual salary | $ | $ 400,000 | |||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Nathanielsz [Member] | Restricted Stock [Member] | ||||||||
Option purchase shares | shares | 19,500,000 | 19,500,000 | ||||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Nathanielsz [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Number of common stock shares issued | shares | 39,000,000 | 39,000,000 | ||||||
common stock, average price per share | $ 0.0085 | |||||||
Quoted trading price on the date of grant | $ | $ 331,500 | |||||||
Subsequent Event [Member] | Employment Agreement [Member] | Dr. Kenyon [Member] | ||||||||
Agreement term | 3 years | 3 years | ||||||
Agreement renewal term | 1 year | 1 year | ||||||
Option purchase shares | shares | 9,750,000 | 9,750,000 | ||||||
Excercise price | $ 0.0085 | |||||||
Market price | 100.00% | 100.00% | ||||||
Options vested, description | The Kenyon Options have a term of 10 years from the date of grant. 1/3rd of the Kenyon Options shall vest every successive one-year anniversary following the Effective Date, provided, that on each such vesting date Dr. Kenyon is employed by the Company and subject to the other provisions of the Services Agreement. The Initial Kenyon RSUs shall vest on the one-year anniversary of the Effective Date, subject to Dr. Kenyon's continued employment with the Company through such vesting date. The Additional Kenyon RSUs will vest as follows, subject to Dr. Kenyon's continued employment with the Company through the applicable vesting date: (i) 2,437,500 of the Additional Kenyon RSUs shall vest upon the Company submitting the CTA for PRP for the Study in an applicable jurisdiction to be selected by the Company, (ii) 2,437,500 of the Additional Kenyon RSUs shall vest upon the Company completing an equity financing in the amount of at least $4,000,000 in gross proceeds, (iii) 2,437,500 of the Additional Kenyon RSUs shall vest upon the shares of the Company's Common Stock being listed on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (iv) the remaining 2,437,500 of the Additional Kenyon RSUs shall vest upon the Company enrolling its first patient in the Study. Each vested Kenyon RSU shall be settled by delivery to Mr. Kenyon of one share of the Company's common stock and/or the fair market value of one share of common stock in cash, at the sole discretion of the Company's board of directors and subject to the Plan, on the first to occur of: (i) the date of a Change of Control (as defined in the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU, (iii) the date of Dr. Kenyon's death or Disability (as defined in the Services Agreement), and (iv) Dr. Kenyon's employment being terminated either by the Company without Cause or by Dr. Kenyon for Good Reason (as defined in the Services Agreement). In the event of a Change of Control (as defined in the Services Agreement), 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs shall vest immediately prior to such event. | The Kenyon Options have a term of 10 years from the date of grant. 1/3rd of the Kenyon Options shall vest every successive one-year anniversary following the Effective Date, provided, that on each such vesting date Dr. Kenyon is employed by the Company and subject to the other provisions of the Services Agreement. The Initial Kenyon RSUs shall vest on the one-year anniversary of the Effective Date, subject to Dr. Kenyon's continued employment with the Company through such vesting date. The Additional Kenyon RSUs will vest as follows, subject to Dr. Kenyon's continued employment with the Company through the applicable vesting date: (i) 2,437,500 of the Additional Kenyon RSUs shall vest upon the Company submitting the CTA for PRP for the Study in an applicable jurisdiction to be selected by the Company, (ii) 2,437,500 of the Additional Kenyon RSUs shall vest upon the Company completing an equity financing in the amount of at least $4,000,000 in gross proceeds, (iii) 2,437,500 of the Additional Kenyon RSUs shall vest upon the shares of the Company's Common Stock being listed on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (iv) the remaining 2,437,500 of the Additional Kenyon RSUs shall vest upon the Company enrolling its first patient in the Study. Each vested Kenyon RSU shall be settled by delivery to Mr. Kenyon of one share of the Company's common stock and/or the fair market value of one share of common stock in cash, at the sole discretion of the Company's board of directors and subject to the Plan, on the first to occur of: (i) the date of a Change of Control (as defined in the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU, (iii) the date of Dr. Kenyon's death or Disability (as defined in the Services Agreement), and (iv) Dr. Kenyon's employment being terminated either by the Company without Cause or by Dr. Kenyon for Good Reason (as defined in the Services Agreement). In the event of a Change of Control (as defined in the Services Agreement), 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs shall vest immediately prior to such event. | ||||||
Number of stock option value issued | shares | 9,750,000 | |||||||
Stock price | $ 0.0085 | |||||||
Exercise price | $ 0.0085 | |||||||
Dividend yield | 0.00% | 0.00% | ||||||
Years to maturity | 10 years | 10 years | ||||||
Risk free rate | 2.42% | 2.42% | ||||||
Expected volatility | 268.00% | 268.00% | ||||||
Restricted stock value | $ | $ 82,873 | |||||||
Subsequent Event [Member] | Employment Agreement [Member] | Dr. Kenyon [Member] | AUD Currency [Member] | ||||||||
Annual salary | $ | $ 54,000 | |||||||
Subsequent Event [Member] | Employment Agreement [Member] | Dr. Kenyon [Member] | Restricted Stock [Member] | ||||||||
Option purchase shares | shares | 9,750,000 | 9,750,000 | ||||||
Subsequent Event [Member] | Employment Agreement [Member] | Dr. Kenyon [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Number of common stock shares issued | shares | 19,500,000 | 19,500,000 | ||||||
common stock, average price per share | $ 0.0085 | |||||||
Quoted trading price on the date of grant | $ | $ 165,750 | |||||||
Subsequent Event [Member] | Additional [Member] | Mr. Nathanielsz [Member] | ||||||||
RSUs vest, shares | shares | 3,900,000 | 3,900,000 | ||||||
Subsequent Event [Member] | Additional [Member] | Mr. Nathanielsz [Member] | Restricted Stock [Member] | ||||||||
Option purchase shares | shares | 19,500,000 | 19,500,000 | ||||||
Subsequent Event [Member] | Additional [Member] | Dr. Kenyon [Member] | ||||||||
RSUs vest, shares | shares | 2,437,500 | 2,437,500 | ||||||
Gross proceeds from equity financing | $ | $ 4,000,000 | |||||||
Subsequent Event [Member] | Additional [Member] | Dr. Kenyon [Member] | Restricted Stock [Member] | ||||||||
Option purchase shares | shares | 9,750,000 | 9,750,000 |