Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Feb. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | INTEGRATED VENTURES, INC. | |
Entity Central Index Key | 1,520,118 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,501,203 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Current assets: | ||
Cash | $ 121,061 | $ 15,691 |
Accounts receivable | 15,000 | |
Digital currencies | 43,786 | |
Prepaid expenses and other current assets | 2,500 | 7,500 |
Inventories | 17,730 | |
Marketable securities | 1,760 | 253,998 |
Note receivable | 16,872 | |
Accrued interest receivable | 1,519 | |
Total current assets | 201,837 | 295,580 |
Non-current assets: | ||
Property and equipment, net | 305,568 | |
Deposits | 700 | 700 |
Total assets | 508,105 | 296,280 |
Current liabilities: | ||
Accounts payable | 23,331 | 27,417 |
Accrued expenses | 29,745 | 57,032 |
Convertible notes payable, net of discounts | 14,458 | 47,814 |
Note payable | 125,000 | 125,000 |
Due to related party | 993 | 20,216 |
Derivative liabilities | 21,419 | 226,731 |
Total current liabilities | 214,946 | 504,210 |
Total liabilities | 214,946 | 504,210 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, (2,000,000,000 shares authorized, 8,388,337 and 5,212,564 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively) | 8,388 | 5,213 |
Additional paid-in capital | 5,538,477 | 4,613,089 |
Stock subscriptions payable | 35,000 | |
Accumulated deficit | (5,289,439) | (4,826,882) |
Total stockholders’ equity (deficit) | 293,159 | (207,930) |
Total liabilities and stockholders’ equity (deficit) | 508,105 | 296,280 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock | 500 | 500 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock | $ 233 | $ 150 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Jun. 30, 2017 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 8,388,337 | 5,212,564 |
Common stock, shares outstanding | 8,388,337 | 5,212,564 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 232,500 | 150,000 |
Preferred stock, shares outstanding | 232,500 | 150,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||||
Crypto-currency mining | $ 59,498 | $ 59,498 | ||
Sales of crypto-currency mining equipment | 45,590 | 45,590 | ||
Total revenues | 105,088 | 105,088 | ||
Cost of revenues | 46,818 | 46,818 | ||
Gross margin | 58,270 | 58,270 | ||
Operating expenses: | ||||
General and administrative | 494,247 | 97,034 | 634,124 | 852,350 |
Total operating expenses | 494,247 | 97,034 | 634,124 | 852,350 |
Loss from operations | (435,977) | (97,034) | (575,854) | (852,350) |
Other income (expense): | ||||
Interest and other income | 1,304 | 1,402 | ||
Realized gain on sale of investments | 85,911 | 367,134 | ||
Unrealized loss on investments | (64,987) | (3,876) | ||
Interest expense | (34,738) | (120,128) | (120,319) | (217,332) |
Change in fair value of derivative liabilities | 273,032 | 376,412 | 201,197 | 1,157,729 |
Gain (loss) on extinguishment of debt | 3,259 | (234,210) | (268,476) | (349,484) |
Loss on settlement of warrants | (63,765) | (63,765) | ||
Total other income (expense) | 200,016 | 22,074 | 113,297 | 590,913 |
Loss before income taxes | (235,961) | (74,960) | (462,557) | (261,437) |
Provision for income taxes | ||||
Net loss | $ (235,961) | $ (74,960) | $ (462,557) | $ (261,437) |
Net loss per common share, basic and diluted | $ (0.03) | $ (0.10) | $ (0.06) | $ (0.33) |
Weighted average number of common shares outstanding, basic and diluted | 8,252,873 | 778,930 | 7,711,319 | 793,207 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (462,557) | $ (261,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 5,264 | |
Stock-based compensation | 409,000 | 702,450 |
Amortization of debt discount | 79,631 | 182,558 |
Amortization of original issue discount | 1,347 | 19,454 |
Change in fair value of derivative liability | (201,197) | (1,157,729) |
Loss on extinguishment of debt | 268,476 | 349,484 |
Financing fees related to notes payable | 32,358 | |
Realized (gain) loss on sale of investments | (367,134) | |
Unrealized loss on investments | 3,876 | |
Loss on settlement of warrants | 63,765 | |
Changes in assets and liabilities: | ||
Digital currencies | (61,892) | |
Prepaid expenses and other current assets | 5,000 | |
Inventories | (17,730) | |
Accrued interest receivable | (98) | |
Accounts payable | (827) | 27,293 |
Accrued expenses | (1,786) | 2,894 |
Due to related party | (19,223) | (10,980) |
Checks written in excess of cash balance | (11,695) | |
Net cash used in operating activities | (263,727) | |
Cash flows from investing activities: | ||
Net proceeds from the sale of investments | 579,460 | |
Purchase of investments | (9,651) | |
Increase in notes receivable | (49,880) | |
Purchase of property and equipment | (310,832) | |
Net cash provided by investing activities | 209,097 | |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 184,257 | |
Proceeds from sale of preferred stock | 125,000 | |
Proceeds from stock subscriptions payable | 35,000 | |
Net cash provided by financing activities | 160,000 | 184,257 |
Net increase in cash | 105,370 | 26,549 |
Cash, beginning of period | 15,691 | 1,974 |
Cash, end of period | 121,061 | 28,523 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Common shares issued for convertible notes payable | 379,021 | 327,160 |
Common shares issued for due to related party | 15,625 | 37,500 |
Common shares issued for cashless exercise of options | 188 | |
Debt discount for derivative liability | 47,617 | |
Accrued interest for notes payable | 1,117 | |
Marketable securities for conversion of notes receivable | 66,850 | |
Marketable securities exchanged for note payable | (37,074) | |
Marketable securities exchanged for accrued expenses | (1,370) | |
Marketable securities exchanged for derivative liabilities | (78,718) | |
Marketable securities exchanged for accounts receivable | (15,000) | |
Note payable issued in settlement of warrants | 25,000 | |
Derivative liabilities extinguished in settlement of warrants | $ 67,064 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION | Organization EMS Find, Inc. (EMSF, the "Company," "we," "our," or "us") was incorporated in the State of Nevada on March 22, 2011, under the name of Lightcollar, Inc. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (INTV, a Nevada corporation, was formed as a wholly owned subsidiary of EMSF. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, INTV was merged into EMSF, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. Our corporate office is located in Bucks County, Pennsylvania. The Company has discontinued its prior operations and changed its business focus, from its prior technologies relating to the EMS Find platform to acquiring, launching and operating companies in the cryptocurrency sector, mainly in digital currency mining, equipment manufacturing, and sales of branded mining rigs, as well as blockchain software development. The Company is in the process of developing and acquiring a diverse portfolio of digital currency assets and block chain technologies, and recently completed the installation, setup and deployment of crypto-currency mining equipment in its first location in Pennsylvania. Crypto-currency mining revenues commenced in November 2017. Crypto-currencies are a medium of exchange that uses decentralized control (a block chain) as opposed to a central bank to track and validate transactions. The Company, through its wholly owned subsidiary, BitcoLab, Inc., is currently mining Bitcoin, Litecoin and Ethereum, whereby the Company earns revenue by solving blocks to be added to the block chain. The installation and setup of crypto-currency mining equipment is nearing completion in the Companys second location in Pennsylvania. On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Companys common shares, which through approval of FINRA was effective September 21, 2017. The reverse split has been given retroactive effect in the condensed financial statements for all periods presented. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim periods ended December 31, 2017 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2018. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company's Annual Report on Form 10-K for the year ended June 30, 2017 filed on September 14, 2017 and Management's Discussion and Analysis of Financial Condition and Results of Operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The significant accounting policies of the Company are disclosed in Notes to Financial Statements included in the Companys Annual Report on Form 10-K. The following summary of significant accounting policies of the Company is presented to assist in understanding the Companys interim financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. Digital Currencies Digital currencies, generally received as compensation for crypto-currency mining services, are stated a fair value based on quoted market prices. The digital currencies are revalued at every reporting period with changes in the fair value during the period recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of digital currencies are included in other income (expense) in the statements of operations. Inventories Inventories at December 31, 2017 consist of crypto-currency mining units held for sale and are stated at the lower of cost or estimated realizable value. Marketable Securities Marketable securities included in current assets in the balance sheet, are classified as trading securities, and reported at fair value based on quoted market prices. Changes in the fair value of the investments during the period are recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of marketable securities are included in other income (expense) in the statements of operations. Property and Equipment Property and equipment, consisting primarily of computer and other crypto-currency mining equipment, is stated at cost and is depreciated when placed into service using the straight-line method over a five-year estimated service life. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. Accounting for Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. We estimate the fair value of the derivatives associated with our convertible notes payable and warrants using the Black-Scholes pricing model and multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to managements judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. Stock-Based Compensation The Company accounts for all equity based payments in accordance with ASC Topic 718, Compensation Stock Compensation. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Companys stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models. Revenue Recognition Revenue is recognized when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered. Our revenues currently consist of crypto currency mining revenues and revenues from the sale of crypto-currency mining equipment. The Company earns its crypto-currency mining revenues by providing transaction verification services within the digital currency networks of crypto-currencies, such as Bitcoin, Litecoin and Ethereum. In consideration for these services, the Company receives digital currency Coins. The Coins are recorded as revenue, using the spot price of the currencies on the date of receipt. Expenses associated with running the crypto-currency mining operations, such as equipment depreciation, rent, operating supplies, rent, utilities and monitoring services are recorded as cost of revenues. Income (Loss) Per Share Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as in-the-money stock options and warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive. As of December 31, 2017, common stock equivalent shares which may dilute future earnings per share include 112,558 common shares issuable upon conversion of convertible notes payable, 1,200 common shares issuable upon exercise of warrants, and 23,250,000 common shares issuable upon conversion of Series B Preferred Stock. For all periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Fair Value of Financial Instruments Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2017 and June 30, 2017, the amounts reported for cash, accounts receivable and prepaid expenses and other current assets, accounts payable, accrued expenses, note payable and due to related party approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our digital currencies and marketable securities are measured at fair value on a recurring basis and estimated as follows: Total Level 1 Level 2 Level 3 December 31, 2017: Digital currencies $ 43,786 $ 43,786 Marketable securities 1,760 1,760 $ - $ - Total assets measured at fair value $ 45,546 $ 45,546 $ - $ - June 30, 2017: Marketable securities $ 253,998 $ 253,998 $ - $ - Total assets measured at fair value $ 253,998 $ 253,998 $ - $ - Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: Total Level 1 Level 2 Level 3 December 31, 2017: Derivative liabilities $ 21,419 $ - $ - $ 21,419 Total liabilities measured at fair value $ 21,419 $ - $ - $ 21,419 June 30, 2017: Derivative liabilities $ 226,731 $ - $ - $ 226,731 Total liabilities measured at fair value $ 226,731 $ - $ - $ 226,731 During the six months ended December 31, 2017, the Company had the following activity in its derivative liabilities: Convertible Notes Warrants Total Derivative liabilities at June 30, 2017 $ 226,731 $ - $ 226,731 Addition to liability for new debt issued 47,617 - 47,617 Decrease due to conversions of debt (23,433 ) - (23,433 ) Decrease due to exchange of warrants - (28,299 ) (28,299 ) Change in fair value (229,496 ) 28,299 (201,197 ) Derivative liabilities at December 31, 2017 $ 21,419 $ - $ 21,419 Recently Issued Accounting Pronouncements In July 2017, the FASB issued Accounting Standards Update ("ASU") 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, "Distinguishing Liabilities from Equity," because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. Reclassifications Certain amounts in the condensed financial statements for the prior-year periods have been reclassified to conform to the presentation for the current-year periods. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | The Company has reported recurring net losses, had a working capital deficiency as of December 31, 2017 of $13,109, and used net cash in operations of $263,727 in the six months ended December 31, 2017. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach a successful level of operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements. There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources fund its operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary. |
NOTE RECEIVABLE AND MARKETABLE
NOTE RECEIVABLE AND MARKETABLE SECURITIES | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 4 - NOTE RECEIVABLE AND MARKETABLE SECURITIES | On April 6, 2016, the Company completed the sale of its subsidiary, Viva Entertainment, to Black River Petroleum Corp., a Nevada publicly-traded company (Black River), at a closing where, in exchange for all sale of all of the outstanding shares of Viva Entertainment, Black River issued to the Company its 10% (15% default rate) promissory note in the principal amount of $100,000, due December 31, 2016 (the Viva Note). The Company gave no effect to the Viva Note in its financial statements, pending collection of the note and completion of the transaction. We discontinued consolidation of the accounts of Viva Entertainment effective April 6, 2016. On February 27, 2017, the Viva Note was in default and no repayments to the Company had been made. On that date, the parties entered into an addendum to the Viva Note, establishing the principal amount at $100,000 and accrued interest at $6,000. Terms of the Viva Note were also amended to allow the Company to convert the unpaid principal and interest into common shares of Viva Entertainment using a Variable Conversion Price equal to 50% of the lowest one day Trading Price for the Viva Entertainment common stock during the twenty Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Effective February 27, 2017, the Company recognized a gain of $106,000 on the April 6, 2016 sale of its investment in Viva Entertainment and recorded a note receivable of $100,000 and accrued interest receivable of $3,000. On April 4, 2017, the Company and Global Opportunity Group LLC (Global), a lender, entered into a Purchase, Exchange and Escrow Agreement whereby the Company assigned $50,000 principal and $3,000 accrued interest of the Viva Note to Global in extinguishment of a convertible promissory note payable to Global dated March 28, 2017 with a principal balance of $18,150 and accrued interest payable of $35. The Company recognized a gain on extinguishment of debt of $34,815. These common shares of Viva Entertainment were initially recorded at their cost basis, as determined by the principal balance of the Viva Note and accrued interest converted, and are classified as trading securities in the Companys financial statements, and subsequently reported at fair value based on quoted market prices. Changes in the fair value of the marketable securities are recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of marketable securities are included in other income (expense) in the statements of operations. Pursuant to multiple conversions during April 2017 through June 2017, the Company converted $33,128 principal of the Viva Note and $2,205 accrued interest payable into a total of 173,809,000 common shares of Viva Entertainment. As of June 30, 2017, the Viva Note had a principal balance of $16,872 and accrued interest of $1,519 outstanding. As of June 30, 2017, the Company held a total of 86,000,000 common shares of Viva Entertainment, recorded at market value of $253,998. On July 20, 2017, the Company converted $16,850 principal of the Viva Note into a total of 84,250,000 common shares of Viva Entertainment. During July 2017, the Company sold a total of 170,250,000 common shares of Viva Entertainment, with net proceeds of $551,800, and recorded a realized gain on sale of marketable securities of $281,223 for the three months ended September 30, 2017. In July and August 2017, the Company advanced a total of $49,880 cash to Viva Entertainment pursuant to a new convertible note receivable dated July 5, 2017 (the July 2017 Viva Note). On August 1, 2017, the Company converted the remaining principal balance of the Viva Note of $22, the principal balance of the July 2017 Viva Note of $49,880 and accrued interest receivable of $98, for a total of $50,000, into 55,555,555 common shares of Viva Entertainment. On December 31, 2017, the Company and Global entered into a Purchase and Escrow Agreement whereby the Company sold 55,555,555 common shares of Viva to Global for the following consideration: Extinguishment of debt to Global: Convertible note payable dated December 30, 2017 $ 25,000 Convertible note payable dated July 31, 2017 12,074 Accrued interest payable 1,370 Accounts receivable 15,000 Total $ 53,444 Derivative liabilities of $78,718 related to the convertible notes payable were also extinguished The Company recognized a realized gain on sale of investments of $82,162 in the transaction. The accounts receivable of $15,000 was collected in January 2018. At December 31, 2017, marketable securities consisted of funds held in a brokerage account of $1,760 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 5 - PROPERTY AND EQUIPMENT | Property and equipment consisted of the following at December 31, 2017: Crypto-currency mining equipment $ 272,474 Furniture and equipment 8,751 Leasehold improvements 29,607 Total 310,832 Less accumulated depreciation (5,264 ) Net $ 305,568 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 6 - RELATED PARTY TRANSACTIONS | On July 29, 2017, the Board of Directors of the Company established annual compensation for Steve Rubakh of $125,000 per year, effective July 1, 2017. In addition, Steve Rubakh receives shares of Series B Preferred Stock on a quarterly basis. For the three months ended September 30, 2017, the Company authorized the issuance of 30,000 shares of Series B preferred stock, and stock-based compensation valued at $9,000 was recorded. For the three months ended December 31, 2017, the Company authorized the issuance of 40,000 shares of Series B preferred stock, and stock-based compensation valued at $400,000 was recorded. On August 31, 2017, Steve Rubakh converted accrued compensation of $15,625 into 347,222 common shares of the Company. As of December 31, 2017 and June 30, 2017, amounts due to related party totaled $993 and $20,216, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 7 - NOTES PAYABLE | Notes payable, all classified as current, consist of the following: December 31, 2017 June 30, 2017 Original Original Debt Issue Debt Issue Principal Discount Discount Net Principal Discount Discount Net Note Payable LG Capital Funding, LLC $ 125,000 $ - $ - $ 125,000 $ 125,000 $ - $ - $ 125,000 Convertible Notes Payable Global Opportunity Group, LLC $ 16,500 $ (5,981 ) $ - $ 10,519 $ - $ - $ - $ - A1 Solar Corp. 5,559 (1,620 ) 3,939 - - - - River North Equity, LLC - - - - 4,660 - - 4,660 Global Opportunity Group, LLC - - - - 18,700 (2,878 ) (722 ) 15,100 EMA Financial, LLC - - - - 8,916 (2,394 ) - 6,522 GPL Ventures, LLC - - - - 10,000 (613 ) - 9,387 Global Opportunity Group, LLC - - - - 10,000 (6,247 ) (625 ) 3,128 Howard Schraub - - - - 16,500 (12,250 ) - 4,250 Howard Schraub - - - - 20,000 (15,233 ) - 4,767 Total $ 22,059 $ (7,601 ) $ - $ 14,458 $ 88,776 $ (39,615 ) $ (1,347 ) $ 47,814 Note Payable On October 22, 2015, the Company entered into a Securities Purchase Agreement ("Purchase Agreement"), dated as of October 22, 2015, with LG Capital Funding, LLC ("LG"), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the "Convertible Note"). Each of the Convertible Notes issuable under the Purchase Agreement provides for a 15% original issue discount ("OID"), such that the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance, including accrued and unpaid interest, of such Convertible Note into shares of the Company's common stock at a price ("Conversion Price") for each share of common stock equal to 80% of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Convertible Note was payable, along with interest thereon, on October 22, 2016 and was in default. The convertible note had an OID of 15%, which was recorded at $18,750 and which has been fully amortized. The Company recorded a debt discount of $44,643, which has also been fully amortized. On October 14, 2016, the Supreme Court of the State of New York County of Kings, in regards to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As a result of the judgment, the conversion feature of the note was eliminated and therefore, the associated derivative liability was extinguished. As of December 31, 2017, the debt has been recorded as a note payable of $125,000, a current liability in the balance sheet, and $26,301 of interest has been accrued. Convertible Notes Payable On July 25, 2016, the Company entered into an equity purchase agreement with River North Equity, LLC (River North) for up to $2,000,000. On July 25, 2016, the Company entered into a convertible promissory note with River North for $33,333. The convertible promissory note had a maturity date of March 29, 2017 and bears interest at 10%. The convertible promissory note provided for an OID of $3,333, a deduction of $4,000 for River Norths legal fees, and a debt discount of $33,333. The conversion price is the lower of 65% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On February 1, 2017, River North converted $2,036 principal and $1,744 accrued interest into 52,878 common shares of the Company. On April 20, 2017, the Company and River North entered into a Settlement Agreement & Mutual Release with respect to this note, resulting in penalties of $17,955 added to the note principal to bring the principal balance to $49,252 and requiring a principal payment of $30,000, which payment was financed by the issuance of a new convertible promissory to Global. On June 2, 2017, River North converted $14,592 principal into 172,685 common shares of the Company, resulting in a principal balance of $4,660 as of June 30, 2017. As of June 30, 2017, the OID and the debt discount had been fully amortized and there was accrued interest payable of $1,236. The Company recorded a derivative liability of $12,535 as of June 30, 2017. On July 5, 2017, River North converted the remaining principal of $4,660 into 183,068 common shares of the Company and the accrued interest payable balance of $1,236 was written off. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On October 6, 2016, the Company entered into a convertible promissory note with EMA for $33,000. The note matures on October 6, 2017 and bears interest at 12%. A debt discount of $33,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. Pursuant to multiple conversions in May and June 2017, EMA converted principal of $24,084 into 976,000 shares of the Companys common stock, resulting in a principal balance of $8,916 as of June 30, 2017. As of June 30, 2017, $30,606 of the debt discount had been amortized, and there was accrued interest of $2,677. The Company recorded a derivative liability of $25,368 as of June 30, 2017. On July 5, 2017, July 7, 2017 and July 12, 2017, EMA converted the remaining principal of $8,916, accrued interest payable of $2,715 and penalties totaling $29,908 into a total of 830,776 common shares of the Company. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On December 2, 2016, the Company entered into a convertible promissory note with Global for $18,700. The note matures on December 2, 2017 and bears interest at 12%. The convertible promissory note provided for an OID of $1,700; therefore, the net proceeds to the Company was $17,000. A debt discount of $18,700 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of June 30, 2017, $978 of the OID had been amortized, $15,822 of the debt discount had been amortized and there was accrued interest of $1,297. The Company recorded a derivative liability of $47,634 as of June 30, 2017. Additionally, the Company issued 1,650 five-year warrants for common stock with an exercise price of $7.50 per share, subject to certain adjustments, and a cashless exercise option. On July 13, 2017 and August 15, 2017, Global converted the entire principal of $18,700 and fees totaling $1,250 into a total of 567,867 common shares of the Company and the accrued interest payable balance of $1,541 was written off. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On December 13, 2016, the Company entered into a convertible promissory note with GPL for $10,000. The note matures on July 13, 2017 and bears interest at 12%. A debt discount of $10,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of June 30, 2017, $9,387 of the debt discount had been amortized, and there was accrued interest of $658. The Company recorded a derivative liability of $24,876 as of June 30, 2017. On July 6, 2017 and July 12, 2017, GPL converted the entire principal of $10,000 into a total of 400,000 common shares of the Company and the accrued interest payable balance of $687 was written off. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On February 13, 2017, the Company entered into a convertible promissory note with Global for $10,000. The note matures on February 13, 2018 and bears interest at 2%. The convertible promissory note provides for an OID of $1,000. Therefore, the net proceeds to the Company was $9,000. A debt discount of $10,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. As of June 30, 2017, $375 of the OID had been amortized, $3,753 of the debt discount had been amortized and there was accrued interest of $75. The Company has recorded a derivative liability of $22,661 as of June 30, 2017. Additionally, the Company issued 6,667 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. On September 15, 2017, Global sold the $10,000 note and $1,117 accrued interest payable to A1Solar. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On September 15, 2017, A1 Solar Corp (A1 Solar) purchased $10,000 principal and $1,117 accrued interest payable of the February 13, 2017 Global convertible promissory note. The $11,117 convertible replacement note matures on September 29, 2018 and bears interest at an annual rate of 12%. A debt discount of $11,117 and a derivative liability of $26,209 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On October 5, 2017, A1 Solar converted $5,558 principal into 297,245 common shares of the Company. As of December 31, 2017, $9,497 of the debt discount had been amortized and there was accrued interest payable of $39. The Company has recorded a derivative liability of $26,974 as of December 31, 2017. On March 28, 2017, the Company entered into a convertible promissory note with Schraub for $16,500. The note matures on March 28, 2018 and bears interest at 10%. A debt discount of $16,500 and a derivative liability of $40,982 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 12,100 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. These warrants were surrendered to the Company and cancelled on May 8, 2017. On July 31, 2017, Schraub assigned the $16,500 note to Global. The debt discount has been fully amortized and $565 of accrued interest payable was written off. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On July 31, 2017, Global was assigned the $16,500 principal of the March 28, 2017 Schraub convertible promissory note. The note matures on March 28, 2018 and bears interest at 10%. A debt discount of $16,500 and a derivative liability of $114,489 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. As of December 31, 2017, $10,519 of the debt discount had been amortized and there was accrued interest payable of $1,259. The Company has recorded a derivative liability of $16,061 as of December 31, 2017. On April 4, 2017, the Company entered into a convertible promissory note with Schraub for $20,000. The note matures on April 4, 2018 and bears interest at 10%. A debt discount of $20,000 and a derivative liability of $75,295 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 15,000 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. These warrants were surrendered to the Company and cancelled on May 8, 2017. On July 31, 2017, Schraub assigned the $20,000 note to Global. The debt discount has been fully amortized and $647 of accrued interest payable was written off. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On July 31, 2017, Global was assigned the $20,000 principal of the April 4, 2017 Schraub convertible promissory note. The note matures on April 4, 2018 and bears interest at 10%. A debt discount of $20,000 and a derivative liability of $140,711 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On October 18, 2017 Global converted $4,651 principal into 248,691 common shares of the Company, and on December 4, 2017, Global converted $3,275 principal into 100,000 common shares of the Company. Pursuant to a Purchase and Escrow Agreement dated December 31, 2017 (Note 4), the remaining principal of $12,074 and accrued interest payable of $1,367 were extinguished. As of December 31, 2017, the entire $20,000 debt discount had been amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On December 30, 2017, the Company and Global entered into an Exchange Agreement pursuant to which warrants held by Global to purchase a total of 11,115 shares of the Companys common stock were cancelled in exchange for a convertible promissory note payable to Global in the principal amount of $25,000. The note matures on December 30, 2018 and bears interest at an annual rate of 5%, compounded monthly. A derivative liability of $67,064 was recorded. Pursuant to a Purchase and Escrow Agreement dated December 31, 2017 (Note 4), the $25,000 principal and accrued interest payable of $3 were extinguished. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017. On July 6, 2017, Schraub converted fees of $600 into 618,500 common shares of the Company. As detailed above, during the six months ended December 31, 2017, a total of 2,640,017 shares of the Companys common stock were issued in conversion of $55,760 note principal, $2,715 accrued interest payable, $2,450 in fees, $29,908 in penalties and $276,409 loss on conversion of debt into common stock. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 8 - STOCKHOLDERS' DEFICIT | Preferred Stock Series A Preferred Stock On March 10, 2015, the Company, with the approval of a majority vote of its Board of Directors, approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series A preferred stock (the "Series A Designation" and the "Series A Preferred Stock"). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock. The shares of Series A Preferred Stock are not convertible into shares of common stock. The Company has 20,000,000 shares of Series A Preferred Stock authorized, with 500,000 shares issued and outstanding as of December 31, 2017, which were issued in March 2015 in consideration for services on the Companys Board of Directors. Series B Preferred Stock On December 21, 2015, the Company filed a Certificate of Designation for its new Series B Convertible Preferred Stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred (500,000) Thousand shares of the Company's authorized preferred stock are designated as the Series B Convertible Preferred Stock (the "Series B Preferred Stock"), par value of $0.001 per share and with a stated value of $0.001 per share (the "Stated Value"). Holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B Preferred Stock, each issued share of Series B Preferred Stock is convertible into One (100) Hundred shares of Common Stock ("Conversion Ratio"). The holders of the Series B Preferred Stock shall have the right to vote together with holders of Common Stock, on an as "converted basis", on any matter that the Company's shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. As of December 31, 2017, the Company had 232,500 shares of Series B Preferred Stock issued and outstanding. On July 1, 2016, the Board of Directors of the Company agreed to compensate Steve Rubakh on a quarterly basis through the issuance of shares of Series B Preferred Stock. For the three months ended September 30, 2017, the Company issued 30,000 shares of Series B preferred stock to Steve Rubakh valued at $9,000. For the three months ended December 31, 2017, the Company issued 40,000 shares of Series B preferred stock to Steve Rubakh valued at $400,000. On October 25, 2017, four investors entered into subscription agreements for the purchase of a total of 16,000 shares of Series B Preferred stock for cash at $10 per share. Through December 31, 2017, 12,500 of the shares had been issued for an investment of $125,000. As of December 31, 2017, a stock subscription payable of $35,000 was recorded for unissued shares. Common Stock On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Companys common shares. The reverse split has been given retroactive effect in the condensed financial statements for all periods presented. During the six months ended December 31, 2017, the Company issued a total of 3,175,773 shares of its common stock. On July 6, 2017, 188,240 shares of common stock were issued to Global in the cashless exercise of warrants recorded at par value of $188. See Note 9. On August 31, 2017, 347,222 shares of common stock valued at $15,625 were issued to Steve Rubakh for accrued compensation. See Note 6. As detailed in Note 7, during the six months ended December 31, 2017, a total of 2,640,017 shares of the Companys common stock were issued in conversion of $55,760 note principal, $2,715 accrued interest payable, $2,450 in fees, $29,908 in penalties, derivative liabilities of $11,779 and $276,409 loss on conversion of debt into common stock. On September 30, 2017, the Company increased the number of outstanding common shares by 114 shares due to rounding of shares in the reverse stock split. During the six months ended December 31, 2016, the Company issued a total of 275,514 shares of its common stock. On July 1, 2015, 6,000 shares of common stock and 1,200 issuable shares of common stock valued at $37,500 were issued to Steve Rubakh for accrued compensation. During the six months ended December 31, 2016, the Company issued a total of 268,314 shares of common stock for debt converted of $327,160. |
WARRANTS
WARRANTS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 9 - WARRANTS | The Company has granted warrants to non-employee lenders in connection with the issuance of certain convertible promissory notes, certain of which were subsequently surrendered to the Company and cancelled. See Note 7. Warrant activity for these warrants for the six months ended December 31, 2017 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2017 12,817 $ 4.33 5.25 $ - Granted - $ - Exercised (502 ) $ 7.50 Cancelled or expired (11,115 ) $ 3.30 Outstanding and exercisable at December 31, 2017 1,200 $ 12.50 1.30 $ - The warrants were valued at the grant date using a Black-Scholes calculation. No stock-based compensation was recorded for warrants during the six months ended December 31, 2017. As discussed in Note 7, on December 30, 2017, the Company and Global entered into an Exchange Agreement pursuant to which warrants held by Global to purchase a total of 11,115 shares of the Companys common stock were cancelled in exchange for a convertible promissory note payable to Global in the principal amount of $25,000. Derivative liabilities related to the warrants of $28,299 were also extinguished in this transaction and the Company recorded a loss on settlement of warrants of $63,765. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES | Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits, except as stated below. On October 14, 2016, the Supreme Court of the State of New York County of Kings, in regards to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 11 - SUBSEQUENT EVENTS | Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: On January 19, 2018, the Company and St. George Investments LLC (St. George) entered into a Securities Purchase Agreement, pursuant to which St. George purchased 462,900 restricted common shares of the Company for $750,000. The Company received net proceeds of $720,000. The Company also issued to St. George a three-year warrant for the purchase of 347,175 shares of the Companys common stock at an exercise price of $2.16 per share. Subsequent to December 31, 2017, the Company issued a total of 112,866 shares of its common stock to two lenders in conversions of convertible promissory note principal totaling $22,059, accrued interest totaling $1,356 and fees of $500. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. |
Digital Currencies | Digital currencies, generally received as compensation for crypto-currency mining services, are stated a fair value based on quoted market prices. The digital currencies are revalued at every reporting period with changes in the fair value during the period recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of digital currencies are included in other income (expense) in the statements of operations. |
Inventories | Inventories at December 31, 2017 consist of crypto-currency mining units held for sale and are stated at the lower of cost or estimated realizable value. |
Marketable Securities | Marketable securities included in current assets in the balance sheet, are classified as trading securities, and reported at fair value based on quoted market prices. Changes in the fair value of the investments during the period are recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of marketable securities are included in other income (expense) in the statements of operations. |
Property and Equipment | Property and equipment, consisting primarily of computer and other crypto-currency mining equipment, is stated at cost and is depreciated when placed into service using the straight-line method over a five-year estimated service life. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. |
Accounting for Derivatives | The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. We estimate the fair value of the derivatives associated with our convertible notes payable and warrants using the Black-Scholes pricing model and multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to managements judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. |
Stock-Based Compensation | The Company accounts for all equity based payments in accordance with ASC Topic 718, Compensation Stock Compensation. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Companys stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models. |
Revenue Recognition | Revenue is recognized when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered. Our revenues currently consist of crypto currency mining revenues and revenues from the sale of crypto-currency mining equipment. The Company earns its crypto-currency mining revenues by providing transaction verification services within the digital currency networks of crypto-currencies, such as Bitcoin, Litecoin and Ethereum. In consideration for these services, the Company receives digital currency Coins. The Coins are recorded as revenue, using the spot price of the currencies on the date of receipt. Expenses associated with running the crypto-currency mining operations, such as equipment depreciation, rent, operating supplies, rent, utilities and monitoring services are recorded as cost of revenues. |
Income (Loss) Per Share | Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as in-the-money stock options and warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive. As of December 31, 2017, common stock equivalent shares which may dilute future earnings per share include 112,558 common shares issuable upon conversion of convertible notes payable, 1,200 common shares issuable upon exercise of warrants, and 23,250,000 common shares issuable upon conversion of Series B Preferred Stock. For all periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. |
Fair Value of Financial Instruments | Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2017 and June 30, 2017, the amounts reported for cash, accounts receivable and prepaid expenses and other current assets, accounts payable, accrued expenses, note payable and due to related party approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our digital currencies and marketable securities are measured at fair value on a recurring basis and estimated as follows: Total Level 1 Level 2 Level 3 December 31, 2017: Digital currencies $ 43,786 $ 43,786 Marketable securities 1,760 1,760 $ - $ - Total assets measured at fair value $ 45,546 $ 45,546 $ - $ - June 30, 2017: Marketable securities $ 253,998 $ 253,998 $ - $ - Total assets measured at fair value $ 253,998 $ 253,998 $ - $ - Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: Total Level 1 Level 2 Level 3 December 31, 2017: Derivative liabilities $ 21,419 $ - $ - $ 21,419 Total liabilities measured at fair value $ 21,419 $ - $ - $ 21,419 June 30, 2017: Derivative liabilities $ 226,731 $ - $ - $ 226,731 Total liabilities measured at fair value $ 226,731 $ - $ - $ 226,731 During the six months ended December 31, 2017, the Company had the following activity in its derivative liabilities: Convertible Notes Warrants Total Derivative liabilities at June 30, 2017 $ 226,731 $ - $ 226,731 Addition to liability for new debt issued 47,617 - 47,617 Decrease due to conversions of debt (23,433 ) - (23,433 ) Decrease due to exchange of warrants - (28,299 ) (28,299 ) Change in fair value (229,496 ) 28,299 (201,197 ) Derivative liabilities at December 31, 2017 $ 21,419 $ - $ 21,419 |
Recently Issued Accounting Pronouncements | In July 2017, the FASB issued Accounting Standards Update ("ASU") 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, "Distinguishing Liabilities from Equity," because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
Reclassifications | Certain amounts in the condensed financial statements for the prior-year periods have been reclassified to conform to the presentation for the current-year periods. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Fair value of marketable securities | Total Level 1 Level 2 Level 3 December 31, 2017: Digital currencies $ 43,786 $ 43,786 Marketable securities 1,760 1,760 $ - $ - Total assets measured at fair value $ 45,546 $ 45,546 $ - $ - June 30, 2017: Marketable securities $ 253,998 $ 253,998 $ - $ - Total assets measured at fair value $ 253,998 $ 253,998 $ - $ - |
Fair value of derivative liabilities | Total Level 1 Level 2 Level 3 December 31, 2017: Derivative liabilities $ 21,419 $ - $ - $ 21,419 Total liabilities measured at fair value $ 21,419 $ - $ - $ 21,419 June 30, 2017: Derivative liabilities $ 226,731 $ - $ - $ 226,731 Total liabilities measured at fair value $ 226,731 $ - $ - $ 226,731 |
Derivative liability | Convertible Notes Warrants Total Derivative liabilities at June 30, 2017 $ 226,731 $ - $ 226,731 Addition to liability for new debt issued 47,617 - 47,617 Decrease due to conversions of debt (23,433 ) - (23,433 ) Decrease due to exchange of warrants - (28,299 ) (28,299 ) Change in fair value (229,496 ) 28,299 (201,197 ) Derivative liabilities at December 31, 2017 $ 21,419 $ - $ 21,419 |
NOTE RECEIVABLE AND MARKETABL19
NOTE RECEIVABLE AND MARKETABLE SECURITIES (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Note Receivable And Marketable Securities Tables | |
Consideration amount | Extinguishment of debt to Global: Convertible note payable dated December 30, 2017 $ 25,000 Convertible note payable dated July 31, 2017 12,074 Accrued interest payable 1,370 Accounts receivable 15,000 Total $ 53,444 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Property And Equipment Tables | |
Property and equipment | Crypto-currency mining equipment $ 272,474 Furniture and equipment 8,751 Leasehold improvements 29,607 Total 310,832 Less accumulated depreciation (5,264 ) Net $ 305,568 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Payable Tables | |
Notes and convertible notes, net of discounts | December 31, 2017 June 30, 2017 Original Original Debt Issue Debt Issue Principal Discount Discount Net Principal Discount Discount Net Note Payable LG Capital Funding, LLC $ 125,000 $ - $ - $ 125,000 $ 125,000 $ - $ - $ 125,000 Convertible Notes Payable Global Opportunity Group, LLC $ 16,500 $ (5,981 ) $ - $ 10,519 $ - $ - $ - $ - A1 Solar Corp. 5,559 (1,620 ) 3,939 - - - - River North Equity, LLC - - - - 4,660 - - 4,660 Global Opportunity Group, LLC - - - - 18,700 (2,878 ) (722 ) 15,100 EMA Financial, LLC - - - - 8,916 (2,394 ) - 6,522 GPL Ventures, LLC - - - - 10,000 (613 ) - 9,387 Global Opportunity Group, LLC - - - - 10,000 (6,247 ) (625 ) 3,128 Howard Schraub - - - - 16,500 (12,250 ) - 4,250 Howard Schraub - - - - 20,000 (15,233 ) - 4,767 Total $ 22,059 $ (7,601 ) $ - $ 14,458 $ 88,776 $ (39,615 ) $ (1,347 ) $ 47,814 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Non Employees [Member] | |
Schedule of warrant | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2017 12,817 $ 4.33 5.25 $ - Granted - $ - Exercised (502 ) $ 7.50 Cancelled or expired (11,115 ) $ 3.30 Outstanding and exercisable at December 31, 2017 1,200 $ 12.50 1.30 $ - |
ORGANIZATION AND BASIS OF PRE23
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) | 1 Months Ended | 6 Months Ended |
Aug. 21, 2017 | Dec. 31, 2017 | |
Organization And Basis Of Presentation Details Narrative | ||
State of Incorporation | Nevada | |
Date of incorporation | Mar. 22, 2011 | |
Reverse split | 1-for-50 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Digital currencies | $ 43,786 | |
Marketable securities | 1,760 | 253,998 |
Total assets measured at fair value | 45,546 | 253,998 |
Level 1 [Member] | ||
Digital currencies | 43,786 | |
Marketable securities | 1,760 | 253,998 |
Total assets measured at fair value | 45,546 | 253,998 |
Level 2 [Member] | ||
Digital currencies | ||
Marketable securities | ||
Total assets measured at fair value | ||
Level 3 [Member] | ||
Digital currencies | ||
Marketable securities | ||
Total assets measured at fair value |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Derivative liabilities | $ 21,419 | $ 226,731 |
Total liabilities measured at fair value | 21,419 | 226,731 |
Level 1 [Member] | ||
Derivative liabilities | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Total liabilities measured at fair value | ||
Level 3 [Member] | ||
Derivative liabilities | 21,419 | 226,731 |
Total liabilities measured at fair value | $ 21,419 | $ 226,731 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Derivative liabilities Beginning | $ 226,731 |
Addition to liability for new debt issued | 47,617 |
Decrease due to conversions of debt | (23,433) |
Decrease due to exchange of warrants | (28,299) |
Change in fair value | (201,197) |
Derivative liabilities Ending | 21,419 |
Warrants [Member] | |
Derivative liabilities Beginning | |
Addition to liability for new debt issued | |
Decrease due to conversions of debt | |
Decrease due to exchange of warrants | (28,299) |
Change in fair value | 28,299 |
Derivative liabilities Ending | |
Convertible Notes [Member] | |
Derivative liabilities Beginning | 226,731 |
Addition to liability for new debt issued | 47,617 |
Decrease due to conversions of debt | (23,433) |
Decrease due to exchange of warrants | |
Change in fair value | (229,496) |
Derivative liabilities Ending | $ 21,419 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Dec. 31, 2017shares | |
Common shares issuable upon exercise of warrants | 1,200 |
Common shares upon conversion of Series B Preferred Stock | 23,250,000 |
Common shares issuable upon conversion of convertible notes payable | 112,558 |
Computer and other crypto-currency mining equipment [Member] | |
Property and equipment estimated useful life | 5 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Going Concern Details Narrative | |
Working capital deficiency | $ (13,109) |
Net cash used in operating activities | $ (263,727) |
NOTE RECEIVABLE AND MARKETABL29
NOTE RECEIVABLE AND MARKETABLE SECURITIES (Details) | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Extinguishment of debt to Global: | |
Convertible note payable dated December 30, 2017 | $ 25,000 |
Convertible note payable dated July 31, 2017 | 12,074 |
Accrued interest payable | 1,370 |
Accounts receivable | 15,000 |
Total | $ 53,444 |
NOTE RECEIVABLE AND MARKETABL30
NOTE RECEIVABLE AND MARKETABLE SECURITIES (Details Narrative) - USD ($) | Aug. 01, 2017 | Apr. 04, 2017 | Feb. 13, 2017 | Dec. 02, 2016 | Apr. 06, 2016 | Jul. 20, 2017 | Feb. 27, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Dec. 02, 2017 |
Accrued interest | $ 2,715 | $ 2,715 | $ 1,236 | |||||||||||
Gain on extinguishment debt | 3,259 | $ (234,210) | (268,476) | $ (349,484) | ||||||||||
Realized gain on sale of marketable securities | (85,911) | (367,134) | ||||||||||||
Unrealized gain on marketable securities | 64,987 | 3,876 | ||||||||||||
Net proceeds | 579,460 | |||||||||||||
Derivative liabilities related to the convertible notes payable | (78,718) | |||||||||||||
Accounts receivable | 15,000 | 15,000 | ||||||||||||
Gain on sale of investments | 82,162 | |||||||||||||
Marketable securities included funds held in a brokerage account | $ 1,760 | $ 1,760 | $ 253,998 | |||||||||||
Global Opportunity Group, LLC [Member] | ||||||||||||||
Promissory note principal amount | $ 50,000 | |||||||||||||
Accrued interest | 3,000 | $ 1,297 | ||||||||||||
Conversion price description | lower of 50% | lower of 50% | ||||||||||||
Accrued interest receivable | 35 | |||||||||||||
Principal balance outstanding | 18,150 | |||||||||||||
Gain on extinguishment debt | $ 34,815 | |||||||||||||
Sale of stock, shares of Viva issued | 55,555,555 | |||||||||||||
Interest rate | 2.00% | 12.00% | ||||||||||||
Viva Entertainment [Member] | ||||||||||||||
Promissory note principal amount | $ 49,880 | $ 16,850 | ||||||||||||
Promissory note principal amount remaining | 22 | |||||||||||||
Note receivable | 49,880 | |||||||||||||
Accrued interest receivable | 98 | |||||||||||||
Accrued interest receivable, Total | $ 50,000 | |||||||||||||
Common stock shares issued upon conversation | 84,250,000 | |||||||||||||
Common shares held | 55,555,555 | 86,000,000 | ||||||||||||
Market value | $ 253,998 | |||||||||||||
Unrealized gain on marketable securities | $ 61,111 | |||||||||||||
Viva Entertainment [Member] | July 2017 [Member] | ||||||||||||||
Gain on sale investment | $ 281,223 | |||||||||||||
Common shares held | 170,250,000 | |||||||||||||
Net proceeds | $ 551,800 | |||||||||||||
Viva Note [Member] | ||||||||||||||
Promissory note principal amount | $ 100,000 | 33,128 | ||||||||||||
Accrued interest | $ 6,000 | 2,205 | ||||||||||||
Conversion price description | equal to 50% | |||||||||||||
Gain on sale investment | $ 106,000 | |||||||||||||
Note receivable | 100,000 | |||||||||||||
Accrued interest receivable | $ 3,000 | 1,519 | ||||||||||||
Principal balance outstanding | $ 16,872 | |||||||||||||
Common stock shares issued upon conversation | 173,809,000 | |||||||||||||
Black River issued [Member] | ||||||||||||||
Promissory note principal amount | $ 100,000 | |||||||||||||
Percentage Outstanding share | 10.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Property and Equipment, Total | $ 310,832 | |
Less accumulated depreciation | (5,264) | |
Property and Equipment, Net | 305,568 | |
Crypto-currency mining equipment [Member] | ||
Property and Equipment, Total | 272,474 | |
Furniture and equipment [Member] | ||
Property and Equipment, Total | 8,751 | |
Leasehold Improvements [Member] | ||
Property and Equipment, Total | $ 29,607 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 29, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | |
Stock-based compensation | $ 400,000 | ||||
Due to related parties | $ 993 | $ 20,216 | |||
Common stock issued, shares | 8,388,337 | 5,212,564 | |||
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 | |||
Mr. Rubakh [Member] | |||||
Annual compensation | $ 125,000 | ||||
Accrued compensation | $ 15,625 | ||||
Common stock issued, shares | 347,222 | ||||
Mr. Rubakh [Member] | Series B Preferred Stock [Member] | |||||
Shares received, quarterly | 30,000 | ||||
Stock-based compensation | $ 9,000 | ||||
Common stock shares authorized | 40,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Principal | $ 22,059 | $ 88,776 |
Debt Discounts | (7,601) | (39,615) |
Original Issue Discount | (1,347) | |
Principal, net of Discounts | 14,458 | 47,814 |
LG Capital Funding, LLC [Member] | ||
Principal | 125,000 | 125,000 |
Debt Discounts | ||
Original Issue Discount | ||
Principal, net of Discounts | 125,000 | 125,000 |
Global Opportunity Group, LLC [Member] | ||
Principal | 16,500 | |
Debt Discounts | (5,981) | |
Original Issue Discount | ||
Principal, net of Discounts | 10,519 | |
A1 Solar Corp.[Member] | ||
Principal | 5,559 | |
Debt Discounts | (1,620) | |
Original Issue Discount | ||
Principal, net of Discounts | 3,939 | |
River North Equity, LLC [Member] | ||
Principal | 4,660 | |
Debt Discounts | ||
Original Issue Discount | ||
Principal, net of Discounts | 4,660 | |
Global Opportunity Group, LLC One [Member] | ||
Principal | 18,700 | |
Debt Discounts | (2,878) | |
Original Issue Discount | (722) | |
Principal, net of Discounts | 15,100 | |
EMA Financial, LLC [Member] | ||
Principal | 8,916 | |
Debt Discounts | (2,394) | |
Original Issue Discount | ||
Principal, net of Discounts | 6,522 | |
GPL Ventures, LLC [Member] | ||
Principal | 10,000 | |
Debt Discounts | (613) | |
Original Issue Discount | ||
Principal, net of Discounts | 9,387 | |
Global Opportunity Group, LLC Two [Member] | ||
Principal | 10,000 | |
Debt Discounts | (6,247) | |
Original Issue Discount | (625) | |
Principal, net of Discounts | 3,128 | |
Howard Schraub [Member] | ||
Principal | 16,500 | |
Debt Discounts | (12,250) | |
Original Issue Discount | ||
Principal, net of Discounts | 4,250 | |
Howard Schraub One [Member] | ||
Principal | 20,000 | |
Debt Discounts | (15,233) | |
Original Issue Discount | ||
Principal, net of Discounts | $ 4,767 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 04, 2017 | Oct. 05, 2017 | Jul. 06, 2017 | Apr. 04, 2017 | Feb. 13, 2017 | Dec. 13, 2016 | Dec. 02, 2016 | Oct. 06, 2016 | Dec. 30, 2017 | Oct. 18, 2017 | Sep. 15, 2017 | Jul. 31, 2017 | Mar. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 02, 2017 | Jul. 05, 2017 | Feb. 01, 2017 |
Accrued interest | $ 2,715 | $ 2,715 | $ 1,236 | ||||||||||||||||||
Amount of debt extinguished | 53,444 | ||||||||||||||||||||
Debt discount amortized | 79,631 | $ 182,558 | |||||||||||||||||||
Principal amount notes payable | 55,760 | 55,760 | |||||||||||||||||||
Legal fees notes payable | $ 2,450 | $ 2,450 | |||||||||||||||||||
Conversion amount to shares | 2,640,017 | 2,640,017 | |||||||||||||||||||
Loss on conversion amount | $ 276,409 | $ 276,409 | |||||||||||||||||||
Default fee added principal balance | 29,908 | 29,908 | |||||||||||||||||||
Convertible promissory note | $ 14,458 | 14,458 | 47,814 | ||||||||||||||||||
Converted shares | 112,558 | ||||||||||||||||||||
On July 25, 2016 [Member] | |||||||||||||||||||||
Note payble amount | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||
Lowest trading price of the common stock | 65.00% | 65.00% | |||||||||||||||||||
Convertible note OID, amount | $ 3,333 | $ 3,333 | |||||||||||||||||||
Debt discount | 33,333 | 33,333 | |||||||||||||||||||
Legal fees deduction | 4,000 | 4,000 | |||||||||||||||||||
Convertible promissory note with River North | 33,333 | 33,333 | |||||||||||||||||||
October 14, 2016 [Member] | |||||||||||||||||||||
Note payble amount | 125,000 | 125,000 | |||||||||||||||||||
Accrued interest | 26,301 | 26,301 | |||||||||||||||||||
Judgment amount | 135,202 | 135,202 | |||||||||||||||||||
October 22, 2015 [Member] | |||||||||||||||||||||
Note payble amount | $ 125,000 | $ 125,000 | |||||||||||||||||||
Interest rate | 8.00% | 8.00% | |||||||||||||||||||
Purchase price | $ 106,250 | ||||||||||||||||||||
Legal and other expenses | $ 6,000 | ||||||||||||||||||||
Lowest trading price of the common stock | 80.00% | 80.00% | |||||||||||||||||||
Convertible note OID, percentage | 15.00% | 15.00% | |||||||||||||||||||
Convertible note amortized amount | $ 18,750 | $ 18,750 | |||||||||||||||||||
Debt discount | 44,643 | 44,643 | |||||||||||||||||||
River North Equity, LLC [Member] | |||||||||||||||||||||
Accrued interest | $ 1,744 | ||||||||||||||||||||
Principal amount notes payable | $ 2,036 | ||||||||||||||||||||
Conversion amount to shares | 52,878 | ||||||||||||||||||||
River North Equity, LLC [Member] | July 5, 2017 [Member] | |||||||||||||||||||||
Accrued interest | $ 1,236 | ||||||||||||||||||||
Principal amount notes payable | $ 4,660 | ||||||||||||||||||||
Conversion amount to shares | 183,068 | ||||||||||||||||||||
River North Equity, LLC [Member] | On April 20, 2017 [Member] | |||||||||||||||||||||
Derivative liability | 12,535 | ||||||||||||||||||||
Principal amount notes payable | 49,252 | 49,252 | |||||||||||||||||||
Default fee added principal balance | 17,955 | 17,955 | |||||||||||||||||||
Required principal payment | 30,000 | 30,000 | |||||||||||||||||||
River North Equity, LLC [Member] | June 2, 2017 [Member] | |||||||||||||||||||||
Principal amount notes payable | $ 4,660 | $ 4,660 | |||||||||||||||||||
Conversion amount to shares | 172,685 | 172,685 | |||||||||||||||||||
Debt conversion converted amount | $ 14,592 | ||||||||||||||||||||
Schraub [Member] | |||||||||||||||||||||
Note payble amount | $ 16,500 | ||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||||||
Accrued interest | 1,259 | $ 1,259 | |||||||||||||||||||
Debt discount | $ 20,000 | $ 16,500 | $ 16,500 | 10,519 | 10,519 | ||||||||||||||||
Debt discount amortized | 565 | ||||||||||||||||||||
Derivative liability | $ 75,295 | $ 114,489 | 40,982 | 16,061 | |||||||||||||||||
Warrants issued | 15,000 | ||||||||||||||||||||
Exercise price per warrant | $ 0.50 | ||||||||||||||||||||
Convertible promissory note | $ 20,000 | $ 16,500 | |||||||||||||||||||
Maturity date of convertible note | April 4, 2018 | March 28, 2018 | March 28, 2018 | ||||||||||||||||||
Conversion price description | lower of 50% | 50% of the lowest traded price | lower of 50% | ||||||||||||||||||
Lowest traded price conversion period | twenty consecutive trading days | twenty consecutive trading days | twenty consecutive trading days | ||||||||||||||||||
Converted shares | 618,500 | ||||||||||||||||||||
Converted fees | $ 600 | ||||||||||||||||||||
Global Opportunity Group, LLC [Member] | |||||||||||||||||||||
Interest rate | 2.00% | 12.00% | |||||||||||||||||||
Accrued interest | $ 3,000 | $ 1,297 | |||||||||||||||||||
Promissory note principal amount | $ 50,000 | ||||||||||||||||||||
Convertible note OID, amount | $ 1,000 | $ 1,700 | |||||||||||||||||||
Convertible note OID, amount amortized | 978 | ||||||||||||||||||||
Debt discount | 10,000 | 18,700 | |||||||||||||||||||
Debt discount amortized | 15,822 | ||||||||||||||||||||
Derivative liability | $ 47,634 | ||||||||||||||||||||
Proceeds from equity purchase agreement | 9,000 | ||||||||||||||||||||
Warrants issued | 1,650 | ||||||||||||||||||||
Exercise price per warrant | $ 7.50 | ||||||||||||||||||||
Net proceed by purchase agreement | 17,000 | ||||||||||||||||||||
Convertible promissory note | $ 10,000 | $ 18,700 | |||||||||||||||||||
Maturity date of convertible note | February 13, 2018 | December 2, 2017 | |||||||||||||||||||
Conversion price description | lower of 50% | lower of 50% | |||||||||||||||||||
Lowest traded price conversion period | twenty consecutive trading days | twenty consecutive trading days | |||||||||||||||||||
GPL Ventures, LLC [Member] | |||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||
Accrued interest | $ 658 | ||||||||||||||||||||
Debt discount | $ 10,000 | 9,387 | |||||||||||||||||||
Derivative liability | 24,876 | ||||||||||||||||||||
Convertible promissory note | $ 10,000 | ||||||||||||||||||||
Maturity date of convertible note | July 13, 2017 | ||||||||||||||||||||
Conversion price description | lower of 50% | ||||||||||||||||||||
Lowest traded price conversion period | twenty consecutive trading days | ||||||||||||||||||||
EMA Financial, LLC [Member] | |||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||
Accrued interest | $ 2,715 | 2,715 | |||||||||||||||||||
Debt discount | $ 33,000 | ||||||||||||||||||||
Debt discount amortized | 30,606 | ||||||||||||||||||||
Derivative liability | 25,368 | ||||||||||||||||||||
Principal amount notes payable | $ 8,916 | $ 8,916 | |||||||||||||||||||
Conversion amount to shares | 830,776 | 830,776 | |||||||||||||||||||
Convertible promissory note | $ 33,000 | ||||||||||||||||||||
Maturity date of convertible note | October 6, 2017 | ||||||||||||||||||||
Conversion price description | lower of 50% | ||||||||||||||||||||
Lowest traded price conversion period | twenty consecutive trading days | ||||||||||||||||||||
Debt conversion converted amount | $ 24,084 | ||||||||||||||||||||
Penalty total | $ 29,908 | $ 29,908 | |||||||||||||||||||
February 13, 2017 [Member] | Global Opportunity Group, LLC [Member] | |||||||||||||||||||||
Accrued interest | 75 | ||||||||||||||||||||
Convertible note OID, amount amortized | 375 | ||||||||||||||||||||
Debt discount amortized | 3,753 | ||||||||||||||||||||
Derivative liability | $ 22,661 | ||||||||||||||||||||
Warrants issued | 6,667 | ||||||||||||||||||||
Exercise price per warrant | $ 0.50 | ||||||||||||||||||||
On July 6, 2017 and July 12, 2017 [Member] | GPL Ventures, LLC [Member] | |||||||||||||||||||||
Accrued interest | 687 | 687 | |||||||||||||||||||
Principal amount notes payable | $ 10,000 | $ 10,000 | |||||||||||||||||||
Conversion amount to shares | 400,000 | 400,000 | |||||||||||||||||||
On July 13, 2017 and August 15, 2017 [Member] | Global Opportunity Group, LLC [Member] | |||||||||||||||||||||
Accrued interest | $ 1,541 | $ 1,541 | |||||||||||||||||||
Legal fees deduction | 1,250 | 1,250 | |||||||||||||||||||
Principal amount notes payable | $ 18,700 | $ 18,700 | |||||||||||||||||||
Conversion amount to shares | 567,867 | 567,867 | |||||||||||||||||||
On October 6, 2016 [Member] | EMA Financial, LLC [Member] | |||||||||||||||||||||
Accrued interest | $ 2,677 | ||||||||||||||||||||
Principal amount notes payable | $ 8,916 | ||||||||||||||||||||
Conversion amount to shares | 976,000 | ||||||||||||||||||||
March 28, 2017 [Member] | Schraub [Member] | |||||||||||||||||||||
Warrants issued | 12,100 | ||||||||||||||||||||
Exercise price per warrant | $ 0.50 | $ 0.50 | |||||||||||||||||||
A1 Solar Corp.[Member] | |||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||
Accrued interest | $ 1,117 | $ 39 | $ 39 | ||||||||||||||||||
Sale of notes | 10,000 | ||||||||||||||||||||
Promissory note principal amount | 10,000 | ||||||||||||||||||||
Convertible replacement note | 11,117 | ||||||||||||||||||||
Debt discount | 11,117 | 9,497 | 9,497 | ||||||||||||||||||
Derivative liability | $ 26,209 | 26,974 | |||||||||||||||||||
Convertible promissory note | 3,939 | 3,939 | |||||||||||||||||||
Maturity date of convertible note | September 29, 2018 | ||||||||||||||||||||
Conversion price description | 50% of the lowest traded price | ||||||||||||||||||||
Lowest traded price conversion period | consecutive trading days | ||||||||||||||||||||
Debt conversion converted amount | $ 5,558 | ||||||||||||||||||||
Debt conversion converted instrument shares issued | 297,245 | ||||||||||||||||||||
A1 Solar Corp.[Member] | February 13, 2017 [Member] | |||||||||||||||||||||
Accrued interest | $ 1,117 | ||||||||||||||||||||
Global [Member] | |||||||||||||||||||||
Debt conversion converted amount | $ 3,275 | $ 4,651 | |||||||||||||||||||
Debt conversion converted instrument shares issued | 100,000 | 248,691 | |||||||||||||||||||
Global [Member] | Schraub [Member] | |||||||||||||||||||||
Note payble amount | $ 20,000 | ||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||
Accrued interest | $ 647 | 1,367 | 1,367 | ||||||||||||||||||
Promissory note principal amount | 12,074 | ||||||||||||||||||||
Debt discount | 20,000 | ||||||||||||||||||||
Debt discount amortized | 20,000 | ||||||||||||||||||||
Derivative liability | $ 140,711 | 150,081 | |||||||||||||||||||
Maturity date of convertible note | April 4, 2018 | ||||||||||||||||||||
Conversion price description | 50% of the lowest traded price | ||||||||||||||||||||
Lowest traded price conversion period | twenty consecutive trading days | ||||||||||||||||||||
Global Opportunity Group, LLC [Member] | |||||||||||||||||||||
Convertible promissory note | $ 10,519 | $ 10,519 | |||||||||||||||||||
Global Opportunity Group, LLC [Member] | Exchange Agreement [Member] | |||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||
Amount of debt extinguished | $ 25,000 | ||||||||||||||||||||
Amount of accrued interest extinguished | 3 | ||||||||||||||||||||
Derivative liability | $ 67,064 | ||||||||||||||||||||
Maturity date of convertible note | December 30, 2018 | ||||||||||||||||||||
Purchase of common stock shares, cancelled | 11,115 | ||||||||||||||||||||
Convertible promissory note issued in exchange for the cancellation of common stock | $ 25,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Dec. 04, 2017 | Jul. 06, 2017 | Oct. 18, 2017 | Aug. 21, 2017 | Aug. 21, 2017 | Dec. 31, 2017 | Oct. 25, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | Dec. 21, 2015 | Jul. 01, 2015 | Mar. 10, 2015 |
Convertible notes payable | $ 25,000 | ||||||||||||
Common stock, shares issued | 275,514 | ||||||||||||
Reverse stock split | 1-for-50 | ||||||||||||
Stock subscription payable | $ 35,000 | ||||||||||||
Derivative liabilities | $ 21,419 | $ 226,731 | |||||||||||
Common Stock | |||||||||||||
Conversion of accrued compensation, shares | 2,640,017 | ||||||||||||
Accured interest payble | $ 2,715 | ||||||||||||
Legal fees | 2,450 | ||||||||||||
Convertible notes payable | 55,760 | ||||||||||||
Loss on conversion of notes | $ 276,409 | ||||||||||||
Common stock for debt converted, shares | 268,314 | ||||||||||||
Common stock for debt converted, value | $ 327,160 | ||||||||||||
Common stock, shares issued | 3,175,773 | ||||||||||||
Debt penalties | $ 29,908 | ||||||||||||
Increased outstanding common shares | 114 | ||||||||||||
Derivative liabilities | $ 11,779 | ||||||||||||
Rubakh [Member] | Common Stock | |||||||||||||
Conversion of accrued compensation, shares | 347,222 | 6,000 | |||||||||||
Conversion of accrued compensation, value | $ 15,625 | $ 37,500 | |||||||||||
Conversion of issuable shares accrued compensation | 1,200 | ||||||||||||
Global [Member] | |||||||||||||
Common stock for debt converted, shares | 100,000 | 248,691 | |||||||||||
Common stock for debt converted, value | $ 3,275 | $ 4,651 | |||||||||||
Global [Member] | Common Stock | |||||||||||||
Common stock issued to excercise of warrants | 188,240 | ||||||||||||
Exercise price of warrant, par value | $ 188 | ||||||||||||
Board of Directors [Member] | Common Stock | |||||||||||||
Reverse stock split | 1-for-50 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | |||||||||||
Preferred stock, shares outstanding | 500,000 | 500,000 | |||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock value | $ 500 | $ 500 | |||||||||||
Series A Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||
Preferred stock, shares authorized | 20,000,000 | ||||||||||||
Preferred stock, shares issued | 500,000 | ||||||||||||
Preferred stock, shares outstanding | 500,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | |||||||||||
Preferred stock, shares issued | 232,500 | 150,000 | |||||||||||
Preferred stock, shares outstanding | 232,500 | 150,000 | |||||||||||
Convertible notes payable into shares | 100 | ||||||||||||
Designated preferred stock shares authorized | 500,000 | ||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock value | $ 233 | $ 150 | |||||||||||
Series B Preferred Stock [Member] | Subscription Agreements [Member] | |||||||||||||
Preferred stock, shares issued | 12,500 | 16,000 | |||||||||||
Preferred stock, par value per share | $ 10 | ||||||||||||
Preferred stock value | $ 125,000 | ||||||||||||
Series B Preferred Stock [Member] | Mr. Rubakh [Member] | July 1, 2016 [Member] | |||||||||||||
Preferred stock, shares issued | 40,000 | 30,000 | |||||||||||
Preferred stock value | $ 400,000 | $ 9,000 |
WARRANTS (Details)
WARRANTS (Details) - Officers and Directors [Member] | 6 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Number of Outstanding, Beginning Balance | shares | 12,817 |
Granted | shares | |
Exercised | shares | (502) |
Cancelled or expired | shares | (11,115) |
Number of Outstanding and exercisable , Ending Balance | shares | 1,200 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.33 |
Granted | $ / shares | |
Exercised | $ / shares | 7.50 |
Cancelled or expired | $ / shares | 3.30 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 12.50 |
Weighted average remaining contractual life (Years), Outstanding and exercisable, Beginning Balance | 5 years 2 months 30 days |
Weighted average remaining contractual life (Years), Outstanding and exercisable, Ending Balance | 1 year 3 months 19 days |
Aggregate intrinsic value, Beginning Balance | $ | |
Aggregate intrinsic value, Ending Balance | $ |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Derivative liabilities | $ 21,419 | $ 21,419 | $ 226,731 | |||
Loss on settlement of warrants | $ (63,765) | $ (63,765) | ||||
Exchange Agreement [Member] | Global Opportunity Group, LLC [Member] | ||||||
Purchase of common stock shares, cancelled | 11,115 | |||||
Exchange of convertible promissory note, Principal amount | $ 25,000 | |||||
Derivative liabilities | 28,299 | |||||
Loss on settlement of warrants | $ 63,765 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Oct. 14, 2016USD ($) |
Settled litigation [Member] | |
Principal and interest amount of judgment | $ 135,202 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Jan. 19, 2018 | Dec. 31, 2017 | |
Subsequent Event [Member] | St. George Investments LLC [Member] | Securities Purchase Agreement [Member] | Restricted Stock [Member] | ||
Sale of restricted common stock shares | 462,900 | |
Proceeds from sale of common stock | $ 750,000 | |
Net proceeds | $ 720,000 | |
Warrant issued | 347,175 | |
Exercise price of warrant | $ 2.16 | |
Convertible Promissory Note [Member] | ||
Debt conversion principal amount | $ 22,059 | |
Accrued interest | 1,356 | |
Fees amount | $ 500 | |
Convertible Promissory Note [Member] | Subsequent Event [Member] | ||
Common stock conversion, shares issued | 112,866 |