Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 27, 2018 | Dec. 29, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | INTEGRATED VENTURES, INC. | ||
Entity Central Index Key | 1,520,118 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
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 | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 9,874,103 | ||
Entity Public Float | $ 20,585,253 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash | $ 749 | $ 15,691 |
Restricted cash | 40,321 | |
Prepaid expenses and other current assets | 9,000 | 7,500 |
Inventories | 114,851 | |
Equipment deposits | 3,896 | |
Marketable securities | 1,700 | 253,998 |
Note receivable - related party | 16,872 | |
Accrued interest receivable - related party | 1,519 | |
Total current assets | 170,517 | 295,580 |
Non-current assets: | ||
Property and equipment, net | 633,105 | |
Digital currencies | 11,227 | |
Deposits | 14,673 | 700 |
Total assets | 829,522 | 296,280 |
Current liabilities: | ||
Accounts payable | 26,973 | 27,417 |
Accrued expenses | 29,428 | 41,679 |
Due to related party | 20,974 | 22,685 |
Derivative liabilities | 2,886,965 | 85,191 |
Convertible notes payable, net of discounts | 44,324 | |
Accrued judgment | 125,000 | |
Total current liabilities | 2,964,340 | 346,296 |
Total liabilities | 2,964,340 | 346,296 |
Commitments and contingencies | ||
Stockholders deficit: | ||
Common stock, $0.001 par value, (2,000,000,000 shares authorized, 8,964,103 and 5,212,563 shares issued and outstanding as of June 30, 2018 and 2017, respectively) | 8,965 | 5,213 |
Additional paid-in capital | 9,290,344 | 5,836,607 |
Stock subscriptions payable | 35,000 | |
Accumulated deficit | (11,469,936) | (5,892,486) |
Total stockholders deficit | (2,134,818) | (50,016) |
Total liabilities and stockholders deficit | 829,522 | 296,280 |
Series A Preferred Stock [Member] | ||
Stockholders deficit: | ||
Preferred stock | 500 | 500 |
Series B Preferred Stock [Member] | ||
Stockholders deficit: | ||
Preferred stock | $ 309 | $ 150 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | 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 | 8,964,103 | 5,212,563 |
Common stock, shares outstanding | 8,964,103 | 5,212,563 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
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 | 309,166 | 150,000 |
Preferred stock, shares outstanding | 309,166 | 150,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||
Cryptocurrency mining | $ 198,247 | |
Sales of cryptocurrency mining equipment | 108,160 | |
Total revenues | 306,407 | |
Cost of revenues | 237,793 | |
Gross margin | 68,614 | |
Operating expenses: | ||
General and administrative | 1,296,155 | 992,372 |
Impairment of assets | 4,907,884 | |
Research and development | 21,636 | |
Total operating expenses | 6,204,039 | 1,014,008 |
Loss from operations | (6,135,425) | (1,014,008) |
Other income (expense): | ||
Interest and other income | 1,405 | 2,408 |
Interest expense | (153,706) | (678,595) |
Realized gain on sale of investments | 239,567 | 30,664 |
Unrealized gain (loss) on investments | (2,709) | 240,800 |
Gain (loss) on extinguishment of debt | 7,934 | (164,027) |
Loss on settlement of warrants | (25,000) | |
Change in fair value of derivative liabilities | 490,484 | (177,319) |
Loss on disposition of property and equipment | (4,870) | |
Total other income (expense) | 557,975 | (750,939) |
Loss before income taxes | (5,577,450) | (1,764,947) |
Provision for income taxes | ||
Net loss | $ (5,577,450) | $ (1,764,947) |
Net loss per common share, basic and diluted | $ (0.67) | $ (1.13) |
Weighted average number of common shares outstanding, basic and diluted | 8,306,580 | 1,564,137 |
Statements of Stockholders Defi
Statements of Stockholders Deficit - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Stock Subscriptions Payable | Accumulated Deficit | Total |
Beginning balance, Shares at Jun. 30, 2016 | 500,000 | 654,226 | |||||
Beginning balance, Amount at Jun. 30, 2016 | $ 500 | $ 654 | $ 3,676,540 | $ (4,127,539) | $ (449,845) | ||
Issuance of preferred stock to officer for compensation, Shares | 150,000 | ||||||
Issuance of preferred stock to officer for compensation, Amount | $ 150 | 725,250 | 725,400 | ||||
Issuance of common shares for conversion of debt, Shares | 4,118,242 | ||||||
Issuance of common shares for conversion of debt, Amount | $ 4,119 | 805,701 | 809,820 | ||||
Issuance of common shares to officer for accrued compensation, Shares | 255,727 | ||||||
Issuance of common shares to officer for accrued compensation, Amount | $ 256 | 74,703 | 74,959 | ||||
Issuance of common shares to officer for accounts payable, Shares | 132,368 | ||||||
Issuance of common shares to officer for accounts payable, Amount | $ 132 | 19,723 | 19,855 | ||||
Issuance of common shares for loan penalties, Shares | 52,000 | ||||||
Issuance of common shares for loan penalties, Amount | $ 52 | 12,948 | 13,000 | ||||
Settlement of related party note receivable and accrued interest | 106,000 | 106,000 | |||||
Settlement of derivative liabilities | 415,742 | 415,742 | |||||
Net loss | (1,764,947) | (1,764,947) | |||||
Ending balance, Shares at Jun. 30, 2017 | 500,000 | 150,000 | 5,212,563 | ||||
Ending balance, Amount at Jun. 30, 2017 | $ 500 | $ 150 | $ 5,213 | 5,836,607 | (5,892,486) | (50,016) | |
Issuance of preferred stock to officer for compensation, Shares | 110,000 | ||||||
Issuance of preferred stock to officer for compensation, Amount | $ 110 | 808,890 | $ 809,000 | ||||
Issuance of common shares for conversion of debt, Shares | 2,752,883 | 2,752,883 | |||||
Issuance of common shares for conversion of debt, Amount | $ 2,753 | 190,409 | $ 193,162 | ||||
Issuance of common shares to officer for accrued compensation, Shares | 347,222 | ||||||
Issuance of common shares to officer for accrued compensation, Amount | $ 347 | 15,278 | 15,625 | ||||
Settlement of derivative liabilities | 431,055 | 431,055 | |||||
Reverse stock split rounding, Shares | 115 | ||||||
Reverse stock split rounding, Amount | |||||||
Issuance of preferred stock for cash, Shares | 12,500 | ||||||
Issuance of preferred stock for cash, Amount | $ 12 | 124,988 | 125,000 | ||||
Issuance of preferred stock for acquisition, Shares | 36,666 | ||||||
Issuance of preferred stock for acquisition, Amount | $ 37 | 1,163,769 | 1,163,806 | ||||
Preferred stock subscription payable for cash | 35,000 | 35,000 | |||||
Issuance of common shares for cash, Shares | 462,900 | ||||||
Issuance of common shares for cash, Amount | $ 464 | 719,536 | 720,000 | ||||
Issuance of common shares in cashless exercise of warrants, Shares | 188,420 | ||||||
Issuance of common shares in cashless exercise of warrants, Amount | $ 188 | (188) | |||||
Net loss | (5,577,450) | (5,577,450) | |||||
Ending balance, Shares at Jun. 30, 2018 | 500,000 | 309,166 | 8,964,103 | ||||
Ending balance, Amount at Jun. 30, 2018 | $ 500 | $ 309 | $ 8,965 | $ 9,290,344 | $ 35,000 | $ (11,469,936) | $ (2,134,818) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5,577,450) | $ (1,764,947) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 59,875 | |
Stock-based compensation - related party | 809,000 | 725,400 |
Impairment of assets | 4,907,884 | |
Amortization of debt discount | 115,722 | 477,267 |
Amortization of original issue discount | 1,347 | 28,401 |
Financing fees related to notes payable | 32,859 | 134,100 |
Realized gain on sale of investments | (239,567) | (30,664) |
Unrealized (gain) loss on investments | 2,709 | (240,800) |
Loss on disposition of property and equipment | 49,432 | 4,870 |
(Gain) loss on extinguishment of debt | (7,934) | 164,027 |
Loss on settlement of warrants | 25,000 | |
Change in fair value of derivative liabilities | (490,484) | 177,319 |
Changes in assets and liabilities: | ||
Digital currencies | (198,286) | |
Prepaid expenses and other current assets | (1,500) | (6,934) |
Inventories | (648,853) | |
Equipment deposits | (3,896) | |
Accrued interest receivable - related party | (98) | (909) |
Deposits | (13,973) | |
Accounts payable | 17,815 | 18,353 |
Accrued expenses | 14,607 | 25,842 |
Due to related party | (1,711) | 22,992 |
Net cash used in operating activities | (1,147,502) | (265,683) |
Cash flows from investing activities: | ||
Restricted cash from acquisition | 375,000 | |
Net proceeds from the sale of investments | 714,847 | 52,800 |
Purchase of investments | (9,651) | |
Increase in notes receivable - related party | (49,880) | |
Purchase of property and equipment | (612,435) | |
Net cash provided by investing activities | 417,881 | 52,800 |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 226,600 | |
Proceeds from sale of common stock | 720,000 | |
Proceeds from sale of preferred stock | 125,000 | |
Proceeds from stock subscriptions payable | 35,000 | |
Repayment of note payable | (125,000) | |
Net cash provided by financing activities | 755,000 | 226,600 |
Net increase in cash and restricted cash | 25,379 | 13,717 |
Cash and restricted cash, beginning of year | 15,691 | 1,974 |
Cash and restricted cash, end of year | 41,070 | 15,691 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 7,494 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Note receivable and accrued interest receivable - related party for marketable securities | 66,850 | 35,334 |
Common shares issued for convertible notes payable | 193,161 | 657,768 |
Common shares issued for due to related party | 15,625 | 37,459 |
Common shares issued for cashless exercise of warrants | 188 | |
Debt discount for derivative liability | 72,617 | 472,334 |
Accrued interest added to convertible notes payable | 1,116 | 462 |
Marketable securities exchanged for convertible note payable | 37,074 | |
Marketable securities exchanged for accrued expenses | 1,370 | |
Settlement of derivative liabilities | 431,055 | 415,742 |
Common shares issued for accounts payable - related party | 19,855 | |
Increase in note receivable and due to related party | 8,985 | |
Settlement of related party note receivable and accrued interest receivable - related party | 106,000 | |
Settlement of convertible notes payable with note receivable and accrued interest receivable - related party | $ 61,985 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION | Organization Integrated Ventures, Inc. (the "Company," "we," "our," or "EMS Find") 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. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. 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 developing and acquiring a diverse portfolio of digital currency assets and block chain technologies, and now operates cryptocurrency mining operations in two facilities located in Pennsylvania and New Jersey. Cryptocurrency 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 Company expanded its cryptocurrency mining operations in April 2018 by acquiring the operations of digiMine LLC (“digiMine”) (the “digiMine Acquisition.”) See Note 4. On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING 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. Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents at June 30, 2018 and 2017. Restricted Cash Amounts included in restricted cash represent funds required to be set aside pursuant to the digiMine Acquisition for the payment of defined digital currency mining expenditures. The restriction will lapse when the required expenditures have been paid. Digital Currencies Digital currencies consist of Bitcoin, Litecoin and Ethereum, generally received for the Company’s own account as compensation for cryptocurrency mining services. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies under current Generally Accepted Accounting Principles (“GAAP”), the Company has determined to account for these digital currencies as indefinite-lived intangible assets in accordance with Accounting Standards Update ("ASU") No. 350, Intangibles – Goodwill and Other Inventories Inventories at June 30, 2018 consist of cryptocurrency mining units held for sale or deployment in mining operations and are stated at the lower of cost or estimated realizable value. As of June 30, 2018, inventories were written down by $534,001 to estimated net realizable value. Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits. 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 cryptocurrency mining equipment (transaction verification servers) and leasehold improvements, is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over a three-year period due to technological obsolescence reflecting rapid development of hardware that has faster processing capacity and other factors. Additionally, as of June 30, 2018, the Company wrote down cryptocurrency mining equipment by $220,373 to estimated net realizable value. 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. Management has determined that the three-year diminishing value best reflects the current expected useful life of transaction verification servers. This assessment takes into consideration the availability of historical data and management’s expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data becomes available. To the extent that any of the assumptions underlying management’s estimate of useful life of its transaction verification servers are subject to revision in a future reporting period, either as a result of changes in circumstances or through the availability of greater quantities of data, then the estimated useful life could change and have a prospective impact on depreciation expense and the carrying amounts of these assets. Goodwill The excess of the cost over the fair value of net assets acquired in the digiMine acquisition is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. At June 30, 2018, the Company reviewed the goodwill recorded in the digiMine acquisition and determined that an impairment expense of $4,153,510 was required. 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. Where the number of warrants or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional warrants and convertible debt are included in the value of the derivatives. We estimate the fair value of the derivatives associated with our convertible notes payable, warrants and put-back rights associated with two asset purchase agreements using, as applicable, either the Black-Scholes pricing model or 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 management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. As of June 30, 2018, the Company had no convertible notes or warrants outstanding and no related derivative liabilities. Impairment of Long-Lived Assets All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Total impairment expense, consisting of write downs for equipment inventories, cryptocurrency mining equipment and goodwill, totaled $4,907,884 for the year ended June 30, 2018. 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 June 30, 2018 and 2017, the amounts reported for cash, prepaid expenses and other current assets, purchase deposits, 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 marketable securities are measured at fair value on a recurring basis and estimated as follows: Total Level 1 Level 2 Level 3 June 30, 2018: Marketable securities $ 1,700 $ 1,700 - - Total assets measured at fair value $ 1,700 $ 1,700 $ - $ - 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 June 30, 2018: Derivative liabilities $ 2,886,965 $ - $ - $ 2,886,965 Total liabilities measured at fair value $ 2,886,965 $ - $ - $ 2,886,965 June 30, 2017: Derivative liabilities $ 85,191 $ - $ - $ 85,191 Total liabilities measured at fair value $ 85,191 $ - $ - $ 85,191 During the years ended June 30, 2018 and 2017, the Company had the following activity in its derivative liabilities: Convertible Notes Payable Warrants Put Back Rights Total Derivative liabilities at June 30, 2016 $ 170,812 $ 5,384 $ - $ 176,196 Addition to liabilities for new debt/warrants 472,334 - - 472,334 Decrease due to conversion/assignment of debt (731,043 ) - - (731,043 ) Decrease due to exercise/surrender of warrants - (9,615 ) - (9,615 ) Change in fair value 172,442 4,877 - 177,319 Derivative liabilities at June 30, 2017 84,545 646 - 85,191 Addition to liabilities for new debt issued 72,617 - - 72,617 Addition to liabilities for put rights issued - - 3,729,109 3,729,109 Decrease due to conversion/assignment of debt (480,969 ) - - (480,969 ) Decrease due to exercise/surrender of warrants - (28,499 ) - (28,499 ) Change in fair value 323,807 27,853 (842,144 ) (490,484 ) Derivative liability at June 30, 2018 $ - $ - $ 2,886,965 $ 2,886,965 Stock-Based Compensation The Company accounts for all equity-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. The Company accounts for non-employee share-based awards based upon ASC 505-50, Equity-Based Payments to Non-Employees. Revenue Recognition Our revenues currently consist of cryptocurrency mining revenues and revenues from the sale of cryptocurrency mining equipment recognized in accordance with ASC 605, Revenue Recognition The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of crypto-currencies, such as Bitcoin, Litecoin and Ethereum. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies, which are recorded as revenue using the closing U.S. dollar price of the related cryptocurrency on the date of receipt. Expenses associated with running the cryptocurrency mining operations, such as equipment depreciation, rent, operating supplies, rent, utilities and monitoring services are recorded as cost of revenues. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 605, Revenue Recognition Income Taxes The Company adopted the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. The Company adopted ASC 740-10, Definition of Settlement in FASB Interpretation No. 48, 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. For the years ended June 30, 2018 and 2017, 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. Restatement The Company is restating its financial statements for the year ended June 30, 2017 to correct reporting of derivative liabilities associated with its convertible notes payable and warrants, stock-based compensation, gain on sale of investments and other miscellaneous corrections. Reclassifications Certain amounts in the financial statements for the year ended June 30, 2017 have been reclassified to conform to the presentation for the year ended June 30, 2018. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In July 2017, the FASB issued 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. Distinguishing Liabilities from Equity, In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | The Company has reported recurring net losses since its inception and used net cash in operating activities of $1,147,502 in the year ended June 30, 2018. As of June 30, 2018, the Company had an accumulated deficit of $11,469,936 and a total stockholders deficit of $2,134,818. 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. |
DIGIMINE ACQUISITION
DIGIMINE ACQUISITION | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4 - DIGIMINE ACQUISITION | In April 2018, the Company acquired the digital currency mining operations of digiMine LLC (“digiMine”) through two Asset Purchase Agreements (the “digiMine Acquisition”) in a transaction recorded as a business combination. On April 16, 2018, the Company entered into an Asset Purchase Agreement with digiMine for the purchase of digiMine’s digital currency mining assets located in Marlboro, New Jersey, the principal assets consisting of: 150 cryptocurrency mining machines; all right, title and interest in, the lease and leasehold improvements for the premises on which digiMine’s business operates; all books and records pertaining to ownership of digiMine’s business as applicable; and restricted cash of $175,000. The Company issued 16,666 shares of its Series B preferred stock to digiMine. The Company also entered into a separate Security and Pledge Agreement, dated as of April 13, 2018, securing its obligations to digiMine under the Asset Purchase Agreement. digiMine has the right (the “Put-Back Right”), at any time commencing April 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares. The Conversion Amount on execution is equal to $1,200,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale. Each of the Shares for purposes of the Put-Back Price is equal to a fixed price of $100 per share. On April 30, 2018, the Company entered into a second Asset Purchase Agreement with digiMine for the purchase of digiMine’s digital currency mining assets located in Marlboro, New Jersey, the principal assets consisting of: 97 cryptocurrency mining machines and computer workstation; digital currency portfolio with an estimated value of $15,487; all right, title and interest in, the lease and leasehold improvements for the premises on which digiMine’s business operates; all books and records pertaining to ownership of digiMine’s business as applicable; and restricted cash of $200,000. The Company issued 20,000 shares of its Series B preferred stock to digiMine. The Company also entered into a separate Security and Pledge Agreement, dated as of April 30, 2018, securing its obligations to digiMine under the Agreement. digiMine has the right (the “Put-Back Right”), at any time commencing May 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares. The Conversion Amount on execution is equal to $1,440,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale. Each of the Shares for purposes of the Put-Back Price is equal to a fixed price of $100 per share. The Company has identified the Put-Back Rights associated with the two Asset Purchase Agreements as derivatives. The Company engaged an independent valuation firm to estimate the fair value of the Series B preferred stock issued in the two Asset Purchase Agreements, to estimate the value of the derivative liabilities associated with the Put-Back Rights, and allocate the total consideration paid to the assets acquired. The valuation firm developed multinomial lattice models that valued the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes. The total consideration paid in the Acquisition is summarized as follows: Value of 36,667 total Series B preferred shares $ 1,163,806 Derivative liabilities associated with Put-Back Rights 3,729,109 Total consideration paid $ 4,892,915 The total consideration paid was allocated to the fair value of the assets acquired as follows: Restricted cash $ 375,000 Property and equipment 350,349 Digital currencies 14,056 Goodwill 4,153,510 Total consideration allocated $ 4,892,915 No liabilities of digiMine were assumed by the Company in the Acquisition. The excess of consideration paid over fair value of assets acquired was recorded as goodwill. The Company performed an impairment analysis on the goodwill at June 30, 2018 and recorded an impairment expense of $4,153,510, which amount is included in operating expenses for the year ended June 30, 2018. The total cash acquired of $375,000 is restricted to fund digital mining operations. |
NOTE RECEIVABLE RELATED PARTY A
NOTE RECEIVABLE RELATED PARTY AND MARKETABLE SECURITIES | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 5 - NOTE RECEIVABLE RELATED PARTY AND MARKETABLE SECURITIES | On April 6, 2016 the Company completed the sale of its subsidiary, Viva Entertainment Group, Inc. (“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 increased additional paid-in capital by $106,000 and recorded a note receivable of $100,000 and accrued interest receivable of $6,000. 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 loss on extinguishment of debt of $34,815. These common shares of Viva Entertainment were initially recorded at their cost basis, as determined by the converted amounts of principal and accrued interest payable of the Viva Note, and are classified as trading securities in the Company’s 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 $2,206 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. The Company recorded total unrealized gains on investments of $240,800 during the year ended June 30, 2017. Total net proceeds from the sale of Viva Entertainment common stock during the year ended June 30, 2017 were $52,800 and the Company recorded a realized gain on sale of investments of $30,664. 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 $282,652 for the year ended June 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 Cash 15,000 Total $ 53,444 The Company recognized a realized gain on sale of investments of $3,444 in the transaction. On March 28, 2017, Viva Entertainment issued the Company a convertible promissory note in the principal amount of $8,935 as consideration for the Company’s payment to a vender on behalf of Viva Entertainment. The note bears interest at 8% and matures on March 31, 2018. The note is convertible into common shares of Viva Entertainment at an exercise price of 40% of the lowest trading price during the ten trading days ending on the trading date prior to the conversion notice. On June 30, 2017, the Company entered into a Purchase and Exchange Agreement with Viva Entertainment and Global Opportunity Group LLC (“Global”) pursuant to which the Company assigned the $8,985 principal balance and $184 accrued interest receivable to Global in payment of a convertible promissory note payable to Global with a principal balance of $11,992 and accrued interest payable of $280 (see Note 5). At June 30, 2018, marketable securities consisted of funds held in a brokerage account of $1,700. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 6 - PROPERTY AND EQUIPMENT | Property and equipment consisted of the following at June 30, 2018: Cryptocurrency mining equipment $ 573,806 Furniture and equipment 14,427 Leasehold improvements 102,932 Total 691,165 Less accumulated depreciation and amortization (58,060 ) Net $ 633,105 Depreciation and amortization expense for the year ended June 30, 2018 was $59,875. As of June 30, 2018, the Company wrote down cryptocurrency mining equipment by $220,372 to estimated net realizable value. During the year ended June 30, 2018, the Company consolidated its digital currency mining operations in two locations, closing two facilities. Leasehold improvements with a cost of $51,247 and accumulated depreciation and amortization of $1,089 were written off, resulting in a loss of $50,158, which is included in general and administrative expenses. The Company had no property and equipment at June 30, 2017. Property and equipment held for sale related to the Company’s medical transportation business of $4,870 was disposed of during the year ended June 30, 2017 with the loss reported as other expense. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 7 - RELATED PARTY TRANSACTIONS | We have one executive officer, Steve Rubakh, who is currently our only employee and sole member of our Board of Directors. Mr. Rubakh is paid an annual salary established by the Board of Directors and is issued shares of Series B Preferred Stock for additional compensation. The number of shares issued, generally on a quarterly basis, is at the discretion of the Board of Directors. During the years ended June 30, 2018 and 2017, the Company recorded salary expense to Mr. Rubakh of $131,250 and $75,000, respectively. Effective April 1, 2018, the annual salary for Mr. Rubakh was established by the Board of Directors at $150,000. Accrued compensation payable to Mr. Rubakh, included in due to related party, was $20,974 and $22,325 as of June 30, 2018 and 2017, respectively. Non-salary payments made to Mr. Rubakh or on his behalf totaled $31,348 and $0 for the years ended June 30, 2018 and 2017, respectively. For the years ended June 30, 2018 and 2017, the Board of Directors authorized the issuance to Mr. Rubakh of 110,000 and 150,000 shares of Series B preferred stock, respectively, as part of Mr. Rubakh's compensation package. Stock-based compensation of $809,000 and $725,400 was recorded for the years ended June 30, 2018 and 2017, respectively, based on the estimated market price of the Company’s common stock on an “as converted” basis. On August 31, 2017, 347,222 shares of common stock were issued to Steve Rubakh for conversion of accrued compensation of $15,625. On February 14, 2017, the Board of Directors of the Company agreed with Steve Rubakh to convert $37,459 of accrued compensation into 249,728 shares of common stock, at a conversion rate of $0.15 per share. On February 14, 2017, 132,368 shares of common stock valued at $19,855 were issued to Steve Rubakh to reimburse him for payments made by him to a vendor. On July 1, 2016, 60,000 shares of common stock were issued to Steve Rubakh for conversion of accrued compensation of $37,500. As further discussed in Note 5, the Company completed the sale of its subsidiary, Viva Entertainment onApril 6, 2016, and received consideration (as subsequently amended on February 27, 2017) consisting of a convertible promissory note receivable of $120,000 and accrued interest receivable of $6,000. A total of $106,000 was recorded to additional paid-in capital. In July and August 2017, the Company advanced Viva Entertainment $49,880 in cash to Viva Entertainment pursuant to a new convertible promissory note. As detailed in Note 5, during the years ended June 30, 2017 and 2018, the convertible promissory notes receivable and related accrued interest receivable were extinguished either through conversion to common shares of Viva Entertainment or assignment of amounts receivable from Viva Entertainment to a lender in partial extinguishment of a convertible note payable. The common shares of Viva Entertainment were sold for cash in market transactions or assigned to a lender in extinguishment of a convertible note payable. |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 8 - DEBT | Accrued Judgement 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 June 30, 2017, the principal balance of the Convertible Note was recorded as accrued judgment of $125,000, a current liability, and $34,835 of interest was accrued. On May 4, 2018, the Company and LG Capital entered into a Forbearance Agreement related to the judgment. According to terms of the Forbearance Agreement, the Company extinguished the debt in full by paying LG Capital $135,427 in April 2017 and $29,257 on July 11, 2018. Convertible Notes Payable Convertible notes payable, all classified as current, consist of the following: June 30, 2018 June 30, 2017 Principal Debt Discount Original Issue Discount Net Principal Debt Discount Original Issue Discount Net Global Opportunity Group, LLC $ - $ - $ - $ - $ - $ - $ - $ - A1 Solar Corp. - - - - - - - River North Equity, LLC - - - - 4,660 - - 4,660 Global Opportunity Group, LLC - - - - 18,700 (7,379 ) (722 ) 10,599 EMA Financial, LLC - - - - 8,916 (2,394 ) - 6,522 GPL Ventures, LLC - - - - 10,000 (548 ) - 9,452 Global Opportunity Group, LLC - - - - 10,000 (5,301 ) (625 ) 4,074 Howard Schraub - - - - 16,500 (12,250 ) - 4,250 Howard Schraub - - - - 20,000 (15,233 ) - 4,767 Total $ - $ - $ - $ - $ 88,776 $ (43,105 ) $ (1,347 ) $ 44,324 On December 3, 2015, the Company issued a second convertible note to LG for $125,000. The Company recorded an OID of 15%, or $18,750, and which has been fully amortized. The Company recorded a debt discount of $85,165, which has been fully amortized. The Company sold $60,000 principal of the note to Global Opportunity Group, LLC (“Global”) on August 18, 2016, $40,000 principal of the note and $462 accrued interest to GPL Ventures, LLC (“GPL”) on December 15, 2016 and sold $50,000 principal of the note (including a $25,000 penalty added to principal) to Global on February 21, 2017. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. On July 21, 2016, the Company entered into a convertible promissory note with Old Main Capital, LLC (“Old Main”) for $33,333. The note matures on July 21, 2017 and bears interest at 10%. The convertible promissory note provided for an OID of $3,333, a deduction of $1,250 for Old Main’s legal fees, and $2,500 for Old Main’s legal fees related to the equity purchase agreement. Therefore, the net proceeds to the Company was $26,250. The Company recorded a debt discount and derivative liability of $29,574. The debt discount and OID have been fully amortized. 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 or the closing bid price on the original issue date. On April 20, 2017, the Company and Old Main entered into a Settlement Agreement & Mutual Release with respect to this note, resulting in penalties of $22,667 added to the note principal to bring the principal balance to $56,000 and requiring a principal payment of $30,000, which payment was financed by the issuance of a new convertible promissory to Global. Pursuant to multiple conversions during April and May 2017, the remaining principal of $26,000 was extinguished through the issuance of 230,123 shares of the Company’s common stock and accrued interest payable of $2,574 was written off. In April 2017, 52,000 shares of the Company’s common stock were issued to Old Main for penalties of $13,000. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. 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 North’s legal fees, and the Company recorded a debt discount of $30,051. 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 $2,037 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 Opportunity Group, LLC (“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 $5,227 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 June 30, 2018. On August 10, 2016, the Company issued a convertible promissory note with Global for $16,500. The convertible promissory note has a maturity date of August 10, 2017 and bears interest at 12%. The convertible promissory note provided for an OID of $1,500, a deduction of $1,000 for Global’s legal fees, and a debt discount of $16,500. The Company received net proceeds of $15,000. The Company recorded a debt discount of $16,500 and a derivative liability of $16,793. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the conversion date. Additionally, the Company issued 165,000 five-year warrants for common stock with an exercise price of $0.15 per share, subject to certain adjustments, and a cashless exercise option. The Company sold $16,500 of the principal of the note to Howard Schraub (“Schraub”) on March 16, 2017 and wrote off accrued interest payable of $1,063. As of June 30, 2017, the OID and the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. On August 18, 2016, Global purchased $60,000 of the December 2015 LG convertible promissory note. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the conversion date. The acquisition was in two tranches, $30,000 each, thirty days apart. The Company recorded a debt discount of $60,000 and a derivative liability of $68,651. In multiple conversions during August 2016 through January 2017, Global converted $68,593 principal (including a penalty of $8,593 added to principal), $101 accrued interest payable and $5,000 in fees into 249,444 shares of the Company’s common stock. The replacement note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. On August 23, 2016, the Company entered into a convertible promissory note with EMA Financial, LLC (“EMA”), for $33,000. The convertible promissory note had a maturity date of August 23, 2017 and bears interest at 16%. The convertible promissory note provided for an OID of $3,300, a deduction of $3,000 for EMA’s legal fees, and a debt discount of $33,000. The Company received net proceeds of $29,700. The Company recorded a debt discount of $33,000 and a derivative liability of $41,947. 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. In April 2017, penalties totaling $8,249 were added to the note principal. Pursuant to multiple conversions in March and April 2017, EMA converted the entire principal of $41,249 into 503,152 shares of the Company’s common stock and wrote off $3,172 accrued interest payable. As of June 30, 2017, the OID and the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 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%. The Company recorded a debt discount of $33,000 and a derivative liability of $45,358. 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 Company’s 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 $10,411 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 June 30, 2018. 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. The Company recorded a debt discount and a derivative liability of $17,376. 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, $9,997 of the debt discount had been amortized and there was accrued interest of $1,297. The Company recorded a derivative liability of $17,336 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 June 30, 2018. On December 13, 2016, the Company entered into a convertible promissory note with GPL Ventures LLC (‘GPL”) for $10,000. The note matures on July 13, 2017 and bears interest at 12%. The Company recorded a debt discount and derivative liability of $8,932. 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, $8,384 of the debt discount had been amortized, and there was accrued interest of $658. The Company recorded a derivative liability of $10,172 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 June 30, 2018. On December 15, 2016, GPL purchased $40,000 principal and $462 accrued interest of the December 2015 LG convertible promissory note. The replacement convertible promissory note with GPL for $40,462 matures on July 15, 2017 and bears interest at 10%. The Company recorded a debt discount and derivative liability of $35,764. 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 three conversions in December 2016 through February 2017, GPL converted $1,270 principal into 254,000 shares of the Company’s common stock. On May 12, 2017, the Company and GPL entered into a Settlement and Release Agreement pursuant to which the remaining principal of $39,192 and accrued interest payable of $1,604 were extinguished. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 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. The Company recorded a debt discount and derivative liability of $8,487. 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, $3,186 of the debt discount had been amortized and there was accrued interest of $75. The Company recorded a derivative liability of $8,482 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 A1 Solar Corp (“A1 Solar”). 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 June 30, 2018. On February 21, 2017, Global purchased $50,000 principal of the December 2015 LG convertible promissory note. The $50,000 replacement note matures on February 21, 2018 and interest does not accrue prior to an event of default or the maturity date. The Company recorded a debt discount and derivative liability of $41,976. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to four conversions in February 2017 through March 2017, Global converted $34,159 principal and $2,000 in fees into 358,460 shares of the Company’s common stock. On April 25, 2017, the Company sold the remaining $15,841 principal to Howard Schraub (“Schraub”). As of June 30, 2017, the debt discount had been fully amortized and no related derivative liability was recorded. On March 16, 2017, Schraub purchased $16,500 principal of the August 10, 2016 Global convertible promissory note. The $16,500 replacement note matures on March 16, 2018 and bears interest at 12%. The Company recorded a debt discount of $16,500 and a derivative liability of $18,844. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in March and April 2017, Schraub converted the entire principal of $16,500 and $400 in fees into 160,011 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized and accrued interest of $57 was written off. The note has been repaid in full and no related derivative liability was recorded as of June 30, 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%. The Company recorded a debt discount of $16,500 and a derivative liability of $19,999. 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. As of June 30, 2017, $4,250 of the debt discount had been amortized and there was accrued interest of $425. The Company recorded a derivative liability of $15,161 as of June 30, 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 June 30, 2018. On March 28, 2017, the Company issued a convertible promissory note with Global for $18,150. The note matures on March 28, 2018 and bears interest at 10%. The convertible promissory note provides for an OID of $1,750. Therefore, the net proceeds to the Company was $16,400. The Company recorded a debt discount of $18,150 and a derivative liability of $21,608. 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 605,000 seven-year warrants for common stock with an exercise price of $0.01 per share, subject to certain adjustments, and a cashless exercise option. On April 4, 2017, the Company and Global entered into a Purchase, Exchange and Escrow Agreement pursuant to which $18,150 principal and $35 accrued interest payable were extinguished through assignment to Global of $50,000 of the Viva Entertainment note receivable (see Note 4). As of June 30, 2017, the OID and debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. The warrants were surrendered to the Company and cancelled pursuant to the Purchase, Exchange and Escrow Agreement. 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 $23,381 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. As of June 30, 2017, $4,767 of the debt discount had been amortized and there was accrued interest of $477. The Company recorded a derivative liability of $17,756 as of June 30, 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 June 30, 2018. On April 13, 2017, the Company issued a convertible promissory note with Global for $30,000 to partially fund the settlement with Old Main discussed above. The note matures on April 13, 2018 and bears interest at 10%. The Company recorded a debt discount of $30,000 and a derivative liability of $34,825. The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in April and May 2017, Global converted $18,284 principal and $1,200 in fees into 222,680 shares of the Company’s common stock. On June 6, 2017, the Company sold the remaining $11,716 principal to Schraub. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. On April 25, 2017, Schraub purchased a convertible promissory note from Global with a principal balance of $15,841. The note matures on March 28, 2018 and is non-interest bearing. The Company recorded a debt discount of $15,481 and a derivative liability of $17,787. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in April and May 2017, Schraub converted the entire principal of $15,841 and $500 in fees into 195,559 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. On May 16, 2017, the Company issued a convertible promissory note with Global for $30,000 to partially fund the settlement with River North discussed above. The note matures on May 16, 2018 and bears interest at 10%. The Company recorded a debt discount of $30,000 and a derivative liability of $36,823. The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in June 2017, Global converted $18,009 principal and $1,200 in fees into 362,180 shares of the Company’s common stock. On June 30, 2017, the Company and Global entered into a Purchase, Exchange and Escrow Agreement and Cancellation pursuant to which the remaining principal of $11,991 and $280 accrued interest payable were extinguished through the exchange with Global of a note receivable from Viva Entertainment with a principal balance of $8,985 and accrued interest receivable of $184 (see Note 4). As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. On June 6, 2017, Schraub purchased a convertible promissory note from Global with a principal balance of $11,716. The note matures on March 13, 2018 and bears interest at 10%. The Company recorded a debt discount and derivative liability of $10,683. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in June 2017, Schraub converted the entire principal of $11,716 and $600 in fees into 381,070 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 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 $17,406 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 January 5, 2018, Global converted principal of $16,500 and accrued interest of $1,279 into 88,093 common shares of the Company. The debt discount has been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2018. 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 $21,097 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversion in October and December 2017 Global converted a total of $7,926 principal into 348,691 total 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. 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 June 30, 2018. On September 15, 2017, 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%. The Company recorded a debt discount of $11,117 and a derivative liability of $13,348. 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 and January 10, 2018, A1 Solar converted $11,117 principal and accrued interest of $77 into 322,018 total common shares of the Company. The debt discount has been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2018. 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 Company’s 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 debt discount of $25,000 and a derivative liability of $324,629 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 June 30, 2018. On July 6, 2017, Schraub converted fees of $600 into 12,370 common shares of the Company. As detailed above, during the year ended June 30, 2017, a total of 4,118,242 shares of the Company’s common stock were issued in conversion of $284,083 note principal and $1,884 accrued interest payable. In addition, derivative liabilities of $324,916 were extinguished and note penalties of $35,985 and fees of $10,900 were paid through the issuance of common stock in the note conversions. During the year ended June 30, 2018, a total of 2,752,883 shares of the Company’s common stock were issued in conversion of $77,818 note principal and $4,072 accrued interest payable. In addition, derivative liabilities of $78,412 were extinguished and note penalties of $29,909 and fees of $2,950 were paid through the issuance of common stock in the note conversions. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 9 - 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 1,000,000 shares 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 1,000,000 shares of Series A Preferred Stock authorized, with 500,000 shares issued and outstanding as of June 30, 2018 and 2017, which were issued in March 2015 in consideration for services to members of the Company’s 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. The Company has 500,000 shares of Series B Preferred Stock authorized, with 309,166 and 150,000 shares issued and outstanding as of June 30, 2018 and 2017, respectively. For the years ended June 30, 2018 and 2017, the Board of Directors authorized the issuance to Steve Rubakh of 110,000 and 150,000 shares of Series B preferred stock, respectively, as part of his compensation package. Stock-based compensation of $809,000 and $725,400 was recorded for the years ended June 30, 2018 and 2017, respectively, based on the market price of the Company’s common stock on an “as converted” basis. 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 June 30, 2018, 12,500 of the shares had been issued for an investment of $125,000. As of June 30, 2018, a stock subscription payable of $35,000 was recorded for unissued shares. As more fully discussed in Note 4, in April 2018, the Company entered into two Asset Purchase Agreements with digiMine for the purchase of digiMine’s digital currency mining operations. The Company issued a total of 36,666 shares of Series B Preferred stock valued at $1,163,806 by an independent valuation firm. Common Stock The Company has 2,000,000,000 shares of common stock authorized, with 8,964,103 and 5,212,563 shares issued and outstanding as of June 30, 2018 and 2017, respectively. On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s common shares. The reverse split has been given retroactive effect in the financial statements for all periods presented. During the year ended June 30, 2018, the Company issued a total of 3,751,540 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 10. On August 31, 2017, 347,222 shares of common stock valued at $15,625 were issued to Steve Rubakh for accrued compensation. See Note 7. 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 Company’s common stock at an exercise price of $2.16 per share. The warrant was valued using the Black-Sholes option pricing model at $1.75 per share, or $607,556. The net proceeds received of $720,000 were allocated $411,429 to the shares purchased and $308,571 to the warrants issued based on estimated relative fair values. No derivative liability was recorded for the warrant as the Company’s equity environment was not considered tainted on the warrant issuance date. As detailed in Note 8, during the year ended June 30, 2018, a total of 2,752,883 shares of the Company’s common stock valued at $193,161were issued in conversion of $77,818 note principal, $4,072 accrued interest payable, $78,412 derivative liabilities, $2,950 in fees and $29,909 in penalties. On September 30, 2017, the Company increased the number of outstanding common shares by 115 shares due to rounding of shares in the reverse stock split. During the year ended June 30, 2017, the Company issued a total of 4,558,337 shares of its common stock. On July 1, 2016, 6,000 shares of common stock valued at $37,500 were issued to Steve Rubakh for accrued compensation. A total of 249,728 shares of common stock valued at $37,459 were issued to Steve Rubakh for accrued compensation. On February 14, 2017, 132,368 shares of common stock valued at $19,855 were issued to Steve Rubakh to reimburse him for payments of $16,546 made by him to a vendor. On April 18, 2017, 52,000 shares of common stock valued at $13,000 were issued to a lender for loan penalties. During the year ended June 30, 2017, a total of 4,118,242 shares of the Company’s common stock valued at $809,820 were issued in conversion of $284,083 note principal, $1,884 accrued interest payable, $324,916 derivative liabilities, $10,900 in fees, $35,985 of penalties and $152,052 loss on conversion of debt. |
WARRANTS
WARRANTS | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 10 - WARRANTS | The Company has granted warrants to non-employee lenders in connection with the issuance of certain convertible promissory notes and to an investor in connection with the purchase of common shares of the Company. The Company has also granted warrants to officers and directors. Certain of the warrants have been subsequently surrendered to the Company and cancelled. See Note 8. As discussed in Note 8, 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 Company’s 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 $324,303 were also extinguished in this transaction and the Company recorded an increase to additional paid-in capital of $299,303. Warrant activity for the years ended June 30, 2018 and 2017 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term (Years) Aggregate Intrinsic Value Outstanding at June 30, 2016 1,200 $ 12.50 2.81 $ - Granted 50,817 $ 1.18 Exercised - $ - Forfeited or expired (39,200 ) $ 0.50 Outstanding at June 30, 2017 12,817 $ 4.33 5.25 $ - Granted 347,175 $ 2.16 Exercised (502 ) $ 7.50 Cancelled or expired (11,115 ) $ 3.30 Outstanding and exercisable at June 30, 2018 348,375 $ 2.20 2.55 $ - Because the number of common shares to be issued under convertible notes payable was indeterminate, the Company concluded that the equity environment was tainted through January 10, 2018. Therefore, all warrants issued prior to that date were included in the Company’s calculations of derivative liabilities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 11 - 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 May 4, 2018, the Company and LG Capital Funding, LLC ("LG") entered into a Forbearance Agreement related to a September 29, 2016 judgment for amounts due on a $125,000 promissory note payable to LG. According to terms of the Forbearance Agreement, the Company extinguished the debt in full by paying LG Capital $135,427 in April 2017 and $29,257 on July 11, 2018. Operating Leases During the year ended June 30, 2018, the Company consolidated its cryptocurrency mining operations in two locations, Huntingdon Valley, Pennsylvania and Marlboro, New Jersey, where facilities are leased under operating leases. As part of the consolidations, operating leases at two other locations were terminated. The lease for the Pennsylvania location is on a month-to-month basis at $850 per month. The lease for the New Jersey location, which was assumed in the digiMine Acquisition, was effective April 1, 2018 for a period of one year at a monthly rental of $6,986, with an automatic one-year renewal period with a 5% increase in the monthly rent. Total rent expense under operating leases was $49,295 and $6,800 for the years ended June 30, 2018 and 2017, respectively. Future lease payments under non-cancelable operating leases as of June 30, 2018 are as follows: Year ending June 30: 2019 $ 84,883 2020 66,020 Total $ 150,903 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 12 - INCOME TAXES | For the years ended June 30, 2018 and 2017, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances. As of June 30, 2018 and 2017, the Company has net operating loss carry forwards of approximately $883,382 and $755,095, respectively, that expire through the year 2036. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company’s income tax expense (benefit) differs from the “expected” tax expense (benefit) for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to income (loss) before income taxes), as follows: Years Ended June 30, 2018 2017 Tax benefit at the statutory rate $ (1,171,265 ) $ (600,082 ) State income taxes, net of federal income tax benefit 66,710 (45,542 ) Non-deductible items 1,248,992 578,351 Non-taxable items (104,668 ) (81,872 ) Change in valuation allowance (39,769 ) 149,145 Total $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2014 through 2018 remain open to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax asset at June 30, 2018 and 2017, respectively, are as follows: June 30, 2018 2017 Net operating loss carryforward $ 273,848 $ 234,079 Less valuation allowance (273,848 ) (234,079 ) Net $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets as of June 30, 2018 and 2017 were fully offset by a 100% valuation allowance. |
RESTATEMENT
RESTATEMENT | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 13 - RESTATEMENT | The Company is restating its financial statements for the year ended June 30, 2017 to correct reporting of derivative liabilities associated with its convertible notes payable and warrants, stock-based compensation, gain on sale of investments and other miscellaneous corrections. The following adjustments were made to the June 30, 2017 Restated Balance Sheet: As Originally Reported on June 30, 2017 Adjustments As Restated June 30, 2017 ASSETS Current assets: Cash $ 15,691 $ - $ 15,691 Prepaid expenses and other current assets 7,500 - 7,500 Marketable securities 253,998 - 253,998 Note receivable 16,872 - 16,872 Accrued interest receivable 1,519 - 1,519 Total current assets 295,580 - 295,580 Non-current assets: Deposits 700 - 700 Total assets $ 296,280 $ - $ 296,280 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 27,417 $ - $ 27,417 Accrued expenses 57,032 (15,353 ) (a) 41,679 Due to related party 20,216 2,469 (b) 22,685 Derivative liabilities 226,731 (141,540 ) (c) 85,191 Convertible notes payable, net of discounts 47,814 (3,490 ) (c)(h) 44,324 Note payable 125,000 - 125,000 Total current liabilities 504,211 (157,914 ) 346,296 Total liabilities 504,210 (157,914 ) 346,296 Commitments and contingencies Stockholders’ deficit: Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding) 500 - 500 Series B preferred stock, $0.001 par value, (500,000 shares authorized, 150,000 shares issued and outstanding) 150 - 150 Common stock, $0.001 par value, (2,000,000,000 shares authorized, 5,212,563 shares issued and outstanding) 5,213 - 5,213 Additional paid-in capital 4,613,089 1,223,518 (c)(e)(f) 5,836,607 Accumulated deficit (4,826,882 ) (1,065,604 ) (b)(c)(d)(e)(f) (5,892,486 ) Total stockholders’ deficit (207,930 ) 157,914 (50,016 ) Total liabilities and stockholders’ deficit $ 296,280 $ - $ 296,280 The following adjustments were made to the June 30, 2017 Restated Statement of Operations: Integrated Ventures, Inc. Statement of Operations As Originally Reported for the Year Ended June 30, 2017 Adjustments As Restated for the Year Ended June 30, 2017 Revenue $ - $ - $ - Operating expenses: General and administrative 1,035,762 (43,390 ) (d) 992,372 Research and development 21,636 - 21,636 Total operating expenses 1,057,398 (43,390 ) 1,014,008 Loss from operations (1,057,398 ) 43,390 (1,014,008 ) Other income (expense): Interest and other income 2,408 - 2,408 Interest expense (656,421 ) (22,174 ) (c)(h) (678,595 ) Realized gain on sale of investments 136,664 (106,000 ) (e) 30,664 Unrealized gain on investments 240,800 - 240,800 Loss on extinguishment of debt (1,036,204 ) 872,177 (c)(e) (164,027 ) Change in fair value of derivative liabilities 2,707,896 (2,885,215 ) (c) (177,319 ) Loss on disposition of property and equipment (4,870 ) - (4,870 ) Total other income (expense) 1,390,273 (2,141,212 ) (750,939 ) Income (loss) before income taxes 332,875 (2,097,822 ) (1,764,947 ) Provision for income taxes - - - Net income (loss) $ 332,875 $ (2,097,822 ) $ (1,764,947 ) Net income (loss) per common share, basic and diluted $ 0.22 $ (1.35 ) $ (1.13 ) Weighted average number of common shares outstanding, basic and diluted 1,564,137 - 1,564,137 The following adjustments were made to the June 30, 2017 Restated Statement of Cash Flows: Integrated Ventures, Inc. Statement of Cash Flows As Originally Reported for the Year Ended June 30, 2017 Adjustments As Restated for the Year Ended June 30, 2017 Cash flows from operating activities: Net income (loss) $ 332,875 $ (2,097,822 ) $ (1,764,947 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Stock-based compensation – related party 746,243 (20,843 ) (d) 725,400 Amortization of debt discount 481,346 (4,079 ) (c) 477,267 Amortization of original issue discount 28,401 - 28,401 Financing fees related to notes payable 121,101 12,999 {h} 134,100 Realized gain on sale of investments (136,664 ) 106,000 (e) (30,664 ) Unrealized gain loss on investments (240,800 ) - (240,800 ) Loss on disposition of property and equipment 4,870 - 4,870 Loss on extinguishment of debt 1,036,204 (872,177 ) (c) 164,027 Change in fair value of derivative liabilities (2,707,896 ) 2,885,215 (c) 177,319 Changes in assets and liabilities: Prepaid expenses and other current assets (6,934 ) - (6,934 ) Accrued interest receivable (909 ) - (909 ) Accounts payable 18,353 - 18,353 Accrued expenses 41,156 (15,314 ) (a)(b) 25,842 Due to related party 16,971 6,021 (a)(b) 22,992 Net cash used in operating activities (265,683 ) - (265,683 ) Cash flows from investing activities: Net proceeds from the sale of investments 52,800 - 52,800 Net cash provided by investing activities 52,800 - 52,800 Cash flows from financing activities: Proceeds from convertible notes payable 226,600 - 226,600 Net cash provided by financing activities 226,600 - 226,600 Net increase in cash 13,717 - 13,717 Cash, beginning of year 1,974 - 1,974 Cash, end of year $ 15,691 $ - $ 15,691 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - $ - Cash paid for income taxes - - - Non-cash investing and financing activities: Note receivable and accrued interest receivable for marketable securities $ - $ 35,334 (g) $ 35,334 Common shares issued for convertible notes payable 1,368,751 (710,983 ) (c) 657,768 Common shares issued for due to related party 68,716 6,243 (b) 37,459 Debt discount for derivative liability 467,215 5,119 (c) 472,334 Accrued interest added to convertible notes payable 462 - 462 Settlement of derivative liabilities - 415,738 (f) 415,742 Common shares issued for accounts payable 16,546 3,309 (d) 19,855 Increase in note receivable and due to related party - 8,985 (b) 8,985 Settlement of related party note receivable and accrued interest - 106,000 (e) 106,000 Settlement of convertible notes payable with note receivable and accrued interest receivable – related party - 61,985 (c) 61,985 Derivative liability (1,726,213 ) 1,726,213 (c) - (a) Accrued officer compensation was reclassified from accrued expenses to due to related party and accrued interest payable was increased. (b) Accrued officer compensation was reclassified from accrued expenses to due to related party and subsequently reduced. Shareholder loans were offset by other payments and expenses and reduced. (c) The Company engaged an outside consultant to revise derivative liabilities associated with convertible notes payable and to add derivative liabilities associated with warrants. The calculations were made for each issuance of new debt and warrants and for each conversion, exchange or exercise of debt and warrants. As a result, total derivative liabilities decreased, and modifications were made to the calculation of debt discount, interest expense for the amortization of debt discount, and change in fair value of derivative. In addition, convertible notes payable, net of discounts, decreased, interest expense decreased, and change in fair value of derivative liabilities decreased. Additionally, no loss on extinguishment of debt for note conversions was recorded, resulting in a decrease in the loss. (d) Total general and administrative expenses decreased as a result of corrections to stock-based compensation – related party, and other adjustments to operating expenses. (e) Realized gain on sale of investments decreased with an associated increase to additional paid-in capital. (f) The net effect of modifications to derivative liabilities discussed in (c) above was a decrease to additional paid-in capital and an increase to accumulated deficit at the beginning of the year. (g) Disclosure added which was previously omitted. (h) Increased financing fees added to convertible note principal. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
NOTE 14 - SUBSEQUENT EVENTS | Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: Share-Based Compensation On July 5, 2018, the Company issued 5,000 shares of its Series B Preferred Stock with an estimated value of $417,000 to Steve Rubakh for compensation. On August 14, 2018, the Company issued 100,000 shares of its common stock with an estimated value of $55,000 to a consultant for services. On October 5, 2018, the Company issued 100,000 shares of its common stock with an estimated value of $25,160 to a consultant for services. Asset Purchase Agreement On August 2, 2018 (the “ Closing Date Agreement Equipment As consideration for the purchase of the Equipment, the Company issued 38,018 restricted shares of its Series B convertible preferred stock, preliminarily valued at an aggregate of $3,231,615. The Agreement contains customary representations and warranties and covenants as of the Closing Date, including, without limitation, that the Equipment is (i) in good condition, (ii) free of all liens, (iii) not subject to any intellectual property rights other than software used in the Equipment and (iv) covered by certain manufacturer warranties. Convertible Note issued to Geneva Roth Remark Holdings, Inc. On September 17, 2018, the Company issued a convertible Promissory Note in the principal amount of $128,000 to Geneva Roth Remark Holdings, Inc. (“Geneva”), pursuant to a Securities Purchase Agreement dated September 17, 2018 between the Company and Geneva. The note is due September 17, 2019, and bears interest at the annual rate of 10% per annum. In the Event of Default under the note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. Geneva shall have the right from time to time, and at any time during the period beginning on the date which is one hundred seventy (170) days following the date of the note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III of the Note), each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of the note into shares of the Company’s common at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the ten days prior to the conversion date. Convertible Note issued to Armada Investment Fund, LLC The Company issued a convertible Promissory Note dated September 26, 2018 in the principal amount of $52,000 to Armada Investment Fund, LLC (“Armada”), pursuant to a Securities Purchase Agreement dated September 21, 2018 between the Company and Armada. The Note is due September 21, 2019, and bears interest at the annual rate of 8% per annum. In the Event of Default under the Note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. At any time after 31 days after the Closing Date, until the Note is no longer outstanding, the Note shall be convertible, in whole or in part, into shares of the Company’s common stock at the option of Armada, at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the fifteen days prior to the conversion date. The Company issued Armada 75,000 shares of common stock valued at $26,625 as due diligence fees. Convertible Note issued to BHP Capital NY, Inc. The Company issued a convertible Promissory Note dated September 26, 2018 in the principal amount of $52,000 to BHP Capital NY, Inc. (“BHP”), pursuant to a Securities Purchase Agreement dated September 21, 2018 between the Company and BHP. The Note is due September 21, 2019, and bears interest at the annual rate of eight percent (8%) per annum. In the Event of Default under the Note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. At any time after 31 days after the Closing Date, until the Note is no longer outstanding, the Note shall be convertible, in whole or in part, into shares of the Company’s common stock at the option of BHP, at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the fifteen days prior to the conversion date. The Company issued BHP 75,000 shares of common stock valued at $26,625 as due diligence fees. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Summary Of Significant Accounting 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. |
Cash and Cash Equivalents | The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents at June 30, 2018 and 2017. |
Restricted Cash | Amounts included in restricted cash represent funds required to be set aside pursuant to the digiMine Acquisition for the payment of defined digital currency mining expenditures. The restriction will lapse when the required expenditures have been paid. |
Digital Currencies | Digital currencies consist of Bitcoin, Litecoin and Ethereum, generally received for the Company’s own account as compensation for cryptocurrency mining services. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies under current Generally Accepted Accounting Principles (“GAAP”), the Company has determined to account for these digital currencies as indefinite-lived intangible assets in accordance with Accounting Standards Update ("ASU") No. 350, Intangibles – Goodwill and Other |
Inventories | Inventories at June 30, 2018 consist of cryptocurrency mining units held for sale or deployment in mining operations and are stated at the lower of cost or estimated realizable value. As of June 30, 2018, inventories were written down by $534,001 to estimated net realizable value. Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits. |
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 cryptocurrency mining equipment (transaction verification servers) and leasehold improvements, is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over a three-year period due to technological obsolescence reflecting rapid development of hardware that has faster processing capacity and other factors. Additionally, as of June 30, 2018, the Company wrote down cryptocurrency mining equipment by $220,373 to estimated net realizable value. 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. Management has determined that the three-year diminishing value best reflects the current expected useful life of transaction verification servers. This assessment takes into consideration the availability of historical data and management’s expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data becomes available. To the extent that any of the assumptions underlying management’s estimate of useful life of its transaction verification servers are subject to revision in a future reporting period, either as a result of changes in circumstances or through the availability of greater quantities of data, then the estimated useful life could change and have a prospective impact on depreciation expense and the carrying amounts of these assets. |
Goodwill | The excess of the cost over the fair value of net assets acquired in the digiMine acquisition is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. At June 30, 2018, the Company reviewed the goodwill recorded in the digiMine acquisition and determined that an impairment expense of $4,153,510 was required. |
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. Where the number of warrants or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional warrants and convertible debt are included in the value of the derivatives. We estimate the fair value of the derivatives associated with our convertible notes payable, warrants and put-back rights associated with two asset purchase agreements using, as applicable, either the Black-Scholes pricing model or 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 management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. As of June 30, 2018, the Company had no convertible notes or warrants outstanding and no related derivative liabilities. |
Impairment of Long-Lived Assets | All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Total impairment expense, consisting of write downs for equipment inventories, cryptocurrency mining equipment and goodwill, totaled $4,907,884 for the year ended June 30, 2018. |
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 June 30, 2018 and 2017, the amounts reported for cash, prepaid expenses and other current assets, purchase deposits, 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 marketable securities are measured at fair value on a recurring basis and estimated as follows: Total Level 1 Level 2 Level 3 June 30, 2018: Marketable securities $ 1,700 $ 1,700 - - Total assets measured at fair value $ 1,700 $ 1,700 $ - $ - 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 June 30, 2018: Derivative liabilities $ 2,886,965 $ - $ - $ 2,886,965 Total liabilities measured at fair value $ 2,886,965 $ - $ - $ 2,886,965 June 30, 2017: Derivative liabilities $ 85,191 $ - $ - $ 85,191 Total liabilities measured at fair value $ 85,191 $ - $ - $ 85,191 During the years ended June 30, 2018 and 2017, the Company had the following activity in its derivative liabilities: Convertible Notes Payable Warrants Put Back Rights Total Derivative liabilities at June 30, 2016 $ 170,812 $ 5,384 $ - $ 176,196 Addition to liabilities for new debt/warrants 472,334 - - 472,334 Decrease due to conversion/assignment of debt (731,043 ) - - (731,043 ) Decrease due to exercise/surrender of warrants - (9,615 ) - (9,615 ) Change in fair value 172,442 4,877 - 177,319 Derivative liabilities at June 30, 2017 84,545 646 - 85,191 Addition to liabilities for new debt issued 72,617 - - 72,617 Addition to liabilities for put rights issued - - 3,729,109 3,729,109 Decrease due to conversion/assignment of debt (480,969 ) - - (480,969 ) Decrease due to exercise/surrender of warrants - (28,499 ) - (28,499 ) Change in fair value 323,807 27,853 (842,144 ) (490,484 ) Derivative liability at June 30, 2018 $ - $ - $ 2,886,965 $ 2,886,965 |
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 Company’s 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. The Company accounts for non-employee share-based awards based upon ASC 505-50, "Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete. |
Revenue Recognition | Our revenues currently consist of cryptocurrency mining revenues and revenues from the sale of cryptocurrency mining equipment recognized in accordance with ASC 605, Revenue Recognition The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of crypto-currencies, such as Bitcoin, Litecoin and Ethereum. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies, which are recorded as revenue using the closing U.S. dollar price of the related cryptocurrency on the date of receipt. Expenses associated with running the cryptocurrency mining operations, such as equipment depreciation, rent, operating supplies, rent, utilities and monitoring services are recorded as cost of revenues. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 605, Revenue Recognition |
Income Taxes | The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of June 30, 2018, tax years 207, 2016 and 2015 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years. The Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements. |
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. For the years ended June 30, 2018 and 2017, 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. |
Restatement | The Company is restating its financial statements for the year ended June 30, 2017 to correct reporting of derivative liabilities associated with its convertible notes payable and warrants, stock-based compensation, gain on sale of investments and other miscellaneous corrections. |
Reclassifications | Certain amounts in the financial statements for the year ended June 30, 2017 have been reclassified to conform to the presentation for the year ended June 30, 2018. |
Recently Issued Accounting Pronouncements | In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In July 2017, the FASB issued 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. Distinguishing Liabilities from Equity, In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Organization And Summary Of Significant Accounting Policies Tables Abstract | |
Fair value of marketable securities | Total Level 1 Level 2 Level 3 June 30, 2018: Marketable securities $ 1,700 $ 1,700 - - Total assets measured at fair value $ 1,700 $ 1,700 $ - $ - 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 June 30, 2018: Derivative liabilities $ 2,886,965 $ - $ - $ 2,886,965 Total liabilities measured at fair value $ 2,886,965 $ - $ - $ 2,886,965 June 30, 2017: Derivative liabilities $ 85,191 $ - $ - $ 85,191 Total liabilities measured at fair value $ 85,191 $ - $ - $ 85,191 |
Derivative liability | Convertible Notes Payable Warrants Put Back Rights Total Derivative liabilities at June 30, 2016 $ 170,812 $ 5,384 $ - $ 176,196 Addition to liabilities for new debt/warrants 472,334 - - 472,334 Decrease due to conversion/assignment of debt (731,043 ) - - (731,043 ) Decrease due to exercise/surrender of warrants - (9,615 ) - (9,615 ) Change in fair value 172,442 4,877 - 177,319 Derivative liabilities at June 30, 2017 84,545 646 - 85,191 Addition to liabilities for new debt issued 72,617 - - 72,617 Addition to liabilities for put rights issued - - 3,729,109 3,729,109 Decrease due to conversion/assignment of debt (480,969 ) - - (480,969 ) Decrease due to exercise/surrender of warrants - (28,499 ) - (28,499 ) Change in fair value 323,807 27,853 (842,144 ) (490,484 ) Derivative liability at June 30, 2018 $ - $ - $ 2,886,965 $ 2,886,965 |
DIGIMINE ACQUISITION (Tables)
DIGIMINE ACQUISITION (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Digimine Acquisition | |
Summarized of acquisition | Value of 36,667 total Series B preferred shares $ 1,163,806 Derivative liabilities associated with Put-Back Rights 3,729,109 Total consideration paid $ 4,892,915 |
Schedule of fair value of the assets acquired | Restricted cash $ 375,000 Property and equipment 350,349 Digital currencies 14,056 Goodwill 4,153,510 Total consideration allocated $ 4,892,915 |
NOTE RECEIVABLE AND MARKETABLE
NOTE RECEIVABLE AND MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Note Receivable And Marketable Securities | |
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 Cash 15,000 Total $ 53,444 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property And Equipment | |
Property and equipment | Crypto-currency mining equipment $ 573,806 Furniture and equipment 14,427 Leasehold improvements 102,932 Total 691,165 Less accumulated depreciation and amortization (58,060 ) Net $ 633,105 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt | |
Notes and convertible notes, net of discounts | June 30, 2018 June 30, 2017 Principal Debt Discount Original Issue Discount Net Principal Debt Discount Original Issue Discount Net Global Opportunity Group, LLC $ - $ - $ - $ - $ - $ - $ - $ - A1 Solar Corp. - - - - - - - River North Equity, LLC - - - - 4,660 - - 4,660 Global Opportunity Group, LLC - - - - 18,700 (7,379 ) (722 ) 10,599 EMA Financial, LLC - - - - 8,916 (2,394 ) - 6,522 GPL Ventures, LLC - - - - 10,000 (548 ) - 9,452 Global Opportunity Group, LLC - - - - 10,000 (5,301 ) (625 ) 4,074 Howard Schraub - - - - 16,500 (12,250 ) - 4,250 Howard Schraub - - - - 20,000 (15,233 ) - 4,767 Total $ - $ - $ - $ - $ 88,776 $ (43,105 ) $ (1,347 ) $ 44,324 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
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, 2016 1,200 $ 12.50 2.81 $ - Granted 50,817 $ 1.18 Exercised - $ - Forfeited or expired (39,200 ) $ 0.50 Outstanding at June 30, 2017 12,817 $ 4.33 5.25 $ - Granted 347,175 $ 2.16 Exercised (502 ) $ 7.50 Cancelled or expired (11,115 ) $ 3.30 Outstanding and exercisable at June 30, 2018 348,375 $ 2.20 2.55 $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies | |
Schedule of operating leases | Year ending June 30: 2019 $ 84,883 2020 66,020 Total $ 150,903 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Taxes Tables Abstract | |
Federal income tax | Years Ended June 30, 2018 2017 Tax benefit at the statutory rate $ (1,171,265 ) $ (600,082 ) State income taxes, net of federal income tax benefit 66,710 (45,542 ) Non-deductible items 1,248,992 578,351 Non-taxable items (104,668 ) (81,872 ) Change in valuation allowance (39,769 ) 149,145 Total $ - $ - |
Schedule of Deferred Tax Assets | June 30, 2018 2017 Net operating loss carryforward $ 273,848 $ 234,079 Less valuation allowance (273,848 ) (234,079 ) Net $ - $ - |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Restatement Tables Abstract | |
Restated Balance Sheet | As Originally Reported on June 30, 2017 Adjustments As Restated June 30, 2017 ASSETS Current assets: Cash $ 15,691 $ - $ 15,691 Prepaid expenses and other current assets 7,500 - 7,500 Marketable securities 253,998 - 253,998 Note receivable 16,872 - 16,872 Accrued interest receivable 1,519 - 1,519 Total current assets 295,580 - 295,580 Non-current assets: Deposits 700 - 700 Total assets $ 296,280 $ - $ 296,280 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 27,417 $ - $ 27,417 Accrued expenses 57,032 (15,353 ) (a) 41,679 Due to related party 20,216 2,469 (b) 22,685 Derivative liabilities 226,731 (141,540 ) (c) 85,191 Convertible notes payable, net of discounts 47,814 (3,490 ) (c)(h) 44,324 Note payable 125,000 - 125,000 Total current liabilities 504,211 (157,914 ) 346,296 Total liabilities 504,210 (157,914 ) 346,296 Commitments and contingencies Stockholders’ deficit: Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding) 500 - 500 Series B preferred stock, $0.001 par value, (500,000 shares authorized, 150,000 shares issued and outstanding) 150 - 150 Common stock, $0.001 par value, (2,000,000,000 shares authorized, 5,212,563 shares issued and outstanding) 5,213 - 5,213 Additional paid-in capital 4,613,089 1,223,518 (c)(e)(f) 5,836,607 Accumulated deficit (4,826,882 ) (1,065,604 ) (b)(c)(d)(e)(f) (5,892,486 ) Total stockholders’ deficit (207,930 ) 157,914 (50,016 ) Total liabilities and stockholders’ deficit $ 296,280 $ - $ 296,280 |
Restated Statement of Operations | Integrated Ventures, Inc. Statement of Operations As Originally Reported for the Year Ended June 30, 2017 Adjustments As Restated for the Year Ended June 30, 2017 Revenue $ - $ - $ - Operating expenses: General and administrative 1,035,762 (43,390 ) (d) 992,372 Research and development 21,636 - 21,636 Total operating expenses 1,057,398 (43,390 ) 1,014,008 Loss from operations (1,057,398 ) 43,390 (1,014,008 ) Other income (expense): Interest and other income 2,408 - 2,408 Interest expense (656,421 ) (22,174 ) (c)(h) (678,595 ) Realized gain on sale of investments 136,664 (106,000 ) (e) 30,664 Unrealized gain on investments 240,800 - 240,800 Loss on extinguishment of debt (1,036,204 ) 872,177 (c)(e) (164,027 ) Change in fair value of derivative liabilities 2,707,896 (2,885,215 ) (c) (177,319 ) Loss on disposition of property and equipment (4,870 ) - (4,870 ) Total other income (expense) 1,390,273 (2,141,212 ) (750,939 ) Income (loss) before income taxes 332,875 (2,097,822 ) (1,764,947 ) Provision for income taxes - - - Net income (loss) $ 332,875 $ (2,097,822 ) $ (1,764,947 ) Net income (loss) per common share, basic and diluted $ 0.22 $ (1.35 ) $ (1.13 ) Weighted average number of common shares outstanding, basic and diluted 1,564,137 - 1,564,137 |
Restated Statement of Cash Flows | Integrated Ventures, Inc. Statement of Cash Flows As Originally Reported for the Year Ended June 30, 2017 Adjustments As Restated for the Year Ended June 30, 2017 Cash flows from operating activities: Net income (loss) $ 332,875 $ (2,097,822 ) $ (1,764,947 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Stock-based compensation – related party 746,243 (20,843 ) (d) 725,400 Amortization of debt discount 481,346 (4,079 ) (c) 477,267 Amortization of original issue discount 28,401 - 28,401 Financing fees related to notes payable 121,101 12,999 {h} 134,100 Realized gain on sale of investments (136,664 ) 106,000 (e) (30,664 ) Unrealized gain loss on investments (240,800 ) - (240,800 ) Loss on disposition of property and equipment 4,870 - 4,870 Loss on extinguishment of debt 1,036,204 (872,177 ) (c) 164,027 Change in fair value of derivative liabilities (2,707,896 ) 2,885,215 (c) 177,319 Changes in assets and liabilities: Prepaid expenses and other current assets (6,934 ) - (6,934 ) Accrued interest receivable (909 ) - (909 ) Accounts payable 18,353 - 18,353 Accrued expenses 41,156 (15,314 ) (a)(b) 25,842 Due to related party 16,971 6,021 (a)(b) 22,992 Net cash used in operating activities (265,683 ) - (265,683 ) Cash flows from investing activities: Net proceeds from the sale of investments 52,800 - 52,800 Net cash provided by investing activities 52,800 - 52,800 Cash flows from financing activities: Proceeds from convertible notes payable 226,600 - 226,600 Net cash provided by financing activities 226,600 - 226,600 Net increase in cash 13,717 - 13,717 Cash, beginning of year 1,974 - 1,974 Cash, end of year $ 15,691 $ - $ 15,691 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - $ - Cash paid for income taxes - - - Non-cash investing and financing activities: Note receivable and accrued interest receivable for marketable securities $ - $ 35,334 (g) $ 35,334 Common shares issued for convertible notes payable 1,368,751 (710,983 ) (c) 657,768 Common shares issued for due to related party 68,716 6,243 (b) 37,459 Debt discount for derivative liability 467,215 5,119 (c) 472,334 Accrued interest added to convertible notes payable 462 - 462 Settlement of derivative liabilities - 415,738 (f) 415,742 Common shares issued for accounts payable 16,546 3,309 (d) 19,855 Increase in note receivable and due to related party - 8,985 (b) 8,985 Settlement of related party note receivable and accrued interest - 106,000 (e) 106,000 Settlement of convertible notes payable with note receivable and accrued interest receivable – related party - 61,985 (c) 61,985 Derivative liability (1,726,213 ) 1,726,213 (c) - |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) | 1 Months Ended | 12 Months Ended |
Aug. 21, 2017 | Jun. 30, 2018 | |
Organization And Basis Of Presentation | ||
State of Incorporation | Nevada | |
Date of incorporation | Mar. 22, 2011 | |
Reverse split | 1-for-50 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Marketable securities | $ 1,700 | $ 253,998 |
Total assets measured at fair value | 1,700 | 253,998 |
Level 1 [Member] | ||
Marketable securities | 1,700 | 253,998 |
Total assets measured at fair value | 1,700 | 253,998 |
Level 2 [Member] | ||
Marketable securities | ||
Total assets measured at fair value | ||
Level 3 [Member] | ||
Marketable securities | ||
Total assets measured at fair value |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Derivative liabilities | $ 2,886,965 | $ 85,191 |
Total liabilities measured at fair value | 2,886,965 | 85,191 |
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 | 2,886,965 | 85,191 |
Total liabilities measured at fair value | $ 2,886,965 | $ 85,191 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative liability Beginning | $ 85,191 | $ 176,196 |
Addition to liabilities for new debt/warrants | 472,334 | |
Addition to liabilities for new debt issued | 72,617 | |
Addition to liabilities for put rights issued | 3,729,109 | |
Decrease due to conversion/assignment of debt | (480,969) | (731,043) |
Decrease due to exercise/surrender of warrants | (28,499) | (9,615) |
Change in fair value | (490,484) | 177,319 |
Derivative liability Ending | 2,886,965 | 85,191 |
Warrants [Member] | ||
Derivative liability Beginning | 646 | 5,384 |
Addition to liabilities for new debt/warrants | ||
Addition to liabilities for new debt issued | ||
Addition to liabilities for put rights issued | ||
Decrease due to conversion/assignment of debt | ||
Decrease due to exercise/surrender of warrants | (28,499) | (9,615) |
Change in fair value | 27,853 | 4,877 |
Derivative liability Ending | 646 | |
Convertible Notes Payable [Member] | ||
Derivative liability Beginning | 84,545 | 170,812 |
Addition to liabilities for new debt/warrants | 472,334 | |
Addition to liabilities for new debt issued | 72,617 | |
Addition to liabilities for put rights issued | ||
Decrease due to conversion/assignment of debt | (480,969) | (731,043) |
Decrease due to exercise/surrender of warrants | ||
Change in fair value | 323,807 | 172,442 |
Derivative liability Ending | 84,545 | |
Put Back [Member] | ||
Derivative liability Beginning | ||
Addition to liabilities for new debt/warrants | ||
Addition to liabilities for new debt issued | ||
Addition to liabilities for put rights issued | 3,729,109 | |
Decrease due to conversion/assignment of debt | ||
Decrease due to exercise/surrender of warrants | ||
Change in fair value | (842,144) | |
Derivative liability Ending | $ 2,886,965 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash | $ 0 | $ 0 |
Inventories | 534,001 | |
Property and equipment | 633,105 | |
Goodwill | 4,153,510 | |
Impairment of long-lived assets | 4,907,884 | |
Crypto-Currency Mining Equipment [Member] | ||
Property and equipment | $ 220,373 | |
Property and equipment estimated useful life | 3 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Going Concern | |||
Net cash used in operating activities | $ (1,147,502) | $ (265,683) | |
Accumulated deficit | (11,469,936) | (5,892,486) | |
Total stockholders' deficit | $ (2,134,818) | $ (50,016) | $ (449,845) |
DIGIMINE ACQUISITION (Details)
DIGIMINE ACQUISITION (Details) | Jun. 30, 2018USD ($) |
Digimine Acquisition Details Abstract | |
Value of 36,667 total Series B preferred shares | $ 1,163,806 |
Derivative liabilities associated with Put-Back Rights | 3,729,109 |
Total consideration paid | $ 4,892,915 |
DIGIMINE ACQUISITION (Details 1
DIGIMINE ACQUISITION (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Restricted cash | $ 375,000 | |
Property and equipment | 691,165 | |
Digital currencies | 11,227 | |
Goodwill | 4,153,510 | |
DigiMine LLC [Member] | ||
Restricted cash | 375,000 | |
Property and equipment | 350,349 | |
Digital currencies | 14,056 | |
Goodwill | 4,153,510 | |
Total consideration allocated | $ 4,892,915 |
DIGIMINE ACQUISITION (Details N
DIGIMINE ACQUISITION (Details Narrative) - USD ($) | Apr. 16, 2018 | Apr. 30, 2018 | Jun. 30, 2018 |
Restricted cash | $ 375,000 | ||
Goodwill | 4,153,510 | ||
DigiMine LLC [Member] | |||
Restricted cash | 375,000 | ||
Goodwill | $ 4,153,510 | ||
Asset Purchase Agreement [Member] | DigiMine LLC [Member] | |||
Restricted cash | $ 175,000 | $ 200,000 | |
Description for shares of redemption price | Seller has the right (the “Put-Back Right”), at any time commencing May 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares | Seller has the right (the “Put-Back Right”), at any time commencing May 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares | |
Put-Back Price | $ 1,200,000 | $ 1,440,000 | |
Fixed price | $ 100 | $ 100 | |
Description of put-back price | The Conversion Amount on execution is equal to $1,200,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale. Each of the Shares for purposes of the Put-Back Price is equal to a fixed price of $100.00 per share | The Conversion Amount on execution is equal to $1,440,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale. Each of the Shares for purposes of the Put-Back Price is equal to a fixed price of $100.00 per share | |
Asset Purchase Agreement [Member] | DigiMine LLC [Member] | Series B preferred stock [Member] | |||
Shares issued | 16,666 | 20,000 |
NOTE RECEIVABLE _ RELATED PARTY
NOTE RECEIVABLE – RELATED PARTY AND MARKETABLE SECURITIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
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 | $ 1,884 |
Accounts receivable | 15,000 | |
Total | $ 53,444 |
NOTE RECEIVABLE _ RELATED PAR_2
NOTE RECEIVABLE – RELATED PARTY AND MARKETABLE SECURITIES (Details Narrative) - USD ($) | Aug. 01, 2017 | Apr. 04, 2017 | Feb. 13, 2017 | Dec. 02, 2016 | Apr. 06, 2016 | Mar. 28, 2017 | Feb. 27, 2017 | Feb. 21, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Gain (loss) on extinguishment of debt | $ 7,934 | $ (164,027) | ||||||||
Realized gain on sale of investments | (239,567) | (30,664) | ||||||||
Net proceeds | 714,847 | 52,800 | ||||||||
Gain on sale of investments | 3,444 | |||||||||
Marketable securities included funds held in a brokerage account | $ 1,700 | 253,998 | ||||||||
Unrealized gains on investments | 240,800 | |||||||||
Realized gain on sale of investments | 30,664 | |||||||||
Global Opportunity Group, LLC [Member] | ||||||||||
Promissory note principal amount | $ 50,000 | 11,992 | ||||||||
Principal balance | 8,985 | |||||||||
Accrued interest | 3,000 | 280 | ||||||||
Conversion price description | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | 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 | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | ||||||
Accrued interest receivable | 35 | $ 184 | ||||||||
Principal balance outstanding | 18,150 | |||||||||
Gain (loss) on extinguishment of debt | $ 34,815 | |||||||||
Sale of stock, shares of Viva issued | 55,555,555 | |||||||||
Interest rate | 2.00% | 12.00% | 10.00% | |||||||
Viva Entertainment [Member] | ||||||||||
Promissory note principal amount | $ 49,880 | $ 8,935 | ||||||||
Promissory note principal amount remaining | 22 | |||||||||
Note receivable | 49,880 | |||||||||
Accrued interest receivable | 98 | |||||||||
Accrued interest receivable, Total | $ 50,000 | |||||||||
Common shares held | 55,555,555 | 86,000,000 | ||||||||
Market value | $ 253,998 | |||||||||
Interest rate | 8.00% | |||||||||
Maturity date | Mar. 31, 2018 | |||||||||
Exercise price | 40.00% | |||||||||
Viva Entertainment [Member] | July 2017 [Member] | ||||||||||
Realized gain on sale of investments | $ 282,652 | |||||||||
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 | 2,206 | ||||||||
Conversion price description | equal to 50% | |||||||||
Increased additional paid-in capital | $ 106,000 | |||||||||
Note receivable | 100,000 | |||||||||
Accrued interest receivable | $ 6,000 | 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 ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Property and Equipment, Total | $ 691,165 | |
Less accumulated depreciation and amortization | (58,060) | |
Property and Equipment, Net | 633,105 | |
Cryptocurrency mining equipment [Member] | ||
Property and Equipment, Total | 573,806 | |
Furniture and equipment [Member] | ||
Property and Equipment, Total | 14,427 | |
Leasehold Improvements [Member] | ||
Property and Equipment, Total | $ 102,932 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Depreciation and amortization expense | $ 59,875 | |
Property and Equipment, Net | 633,105 | |
Accumulated depreciation and amortization | (58,060) | |
Loss on disposition of property and equipment | (4,870) | |
Restated [Member] | ||
Loss on disposition of property and equipment | $ (4,870) | |
Crypto-Currency Mining Equipment [Member] | ||
Property and Equipment, Net | 220,372 | |
Leasehold Improvements [Member] | DigiMine LLC [Member] | ||
Property and Equipment, Net | 50,158 | |
Leasehold improvements cost | 51,247 | |
Accumulated depreciation and amortization | $ (1,089) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 14, 2017 | Aug. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 06, 2016 |
Stock-based compensation | $ 809,000 | $ 725,400 | |||
Common stock, share issued | 8,964,103 | 5,212,563 | |||
Common stock value | $ 8,965 | $ 5,213 | |||
Additional paid-in capital | 9,290,344 | 5,836,607 | |||
Cash | 0 | 0 | |||
Mr. Rubakh [Member] | |||||
Accrued compensation | $ 37,459 | $ 15,625 | |||
Stock-based compensation | 809,000 | 725,400 | |||
Due to related parties | 20,974 | 22,325 | |||
Common stock shares issued upon conversion of accrued compensation | 347,222 | ||||
Salary expense | 131,250 | 75,000 | |||
Non payment of salary | $ 31,348 | $ 0 | |||
Shares of common stock issued for conversion | 249,728 | ||||
Conversion rate | $ 0.15 | ||||
Common stock, share issued | 132,368 | ||||
Common stock value | $ 19,855 | ||||
Mr. Rubakh [Member] | Series B Preferred Stock [Member] | |||||
Common stock shares issued upon conversion of accrued compensation | 110,000 | 150,000 | |||
Mr. Rubakh [Member] | July 1, 2016 [Member] | |||||
Accrued compensation | $ 37,500 | ||||
Common stock shares issued upon conversion of accrued compensation | 60,000 | ||||
Mr. Rubakh [Member] | April 1, 2018 [Member] | |||||
Annual salary | $ 150,000 | ||||
Viva Entertainment [Member] | |||||
Convertible promissory note | $ 120,000 | ||||
Accrued interest receivable | 6,000 | ||||
Additional paid-in capital | 106,000 | ||||
Cash | $ 49,880 |
DEBT (Details)
DEBT (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Principal | $ 88,776 | |
Debt Discounts | (43,105) | |
Original Issue Discount | (1,347) | |
Principal, net of Discounts | 44,324 | |
Convertible Notes Payable [Member] | Global Opportunity Group, LLC [Member] | ||
Principal | ||
Debt Discounts | ||
Original Issue Discount | ||
Principal, net of Discounts | ||
Convertible Notes Payable [Member] | River North Equity, LLC [Member] | ||
Principal | 4,660 | |
Debt Discounts | ||
Original Issue Discount | ||
Principal, net of Discounts | 4,660 | |
Convertible Notes Payable [Member] | Global Opportunity Group, LLC One [Member] | ||
Principal | 18,700 | |
Debt Discounts | (7,379) | |
Original Issue Discount | (722) | |
Principal, net of Discounts | 10,599 | |
Convertible Notes Payable [Member] | EMA Financial, LLC [Member] | ||
Principal | 8,916 | |
Debt Discounts | (2,394) | |
Original Issue Discount | ||
Principal, net of Discounts | 6,522 | |
Convertible Notes Payable [Member] | GPL Ventures, LLC [Member] | ||
Principal | 10,000 | |
Debt Discounts | (548) | |
Original Issue Discount | ||
Principal, net of Discounts | 9,452 | |
Convertible Notes Payable [Member] | Global Opportunity Group, LLC Two [Member] | ||
Principal | 10,000 | |
Debt Discounts | (5,301) | |
Original Issue Discount | (625) | |
Principal, net of Discounts | 4,074 | |
Convertible Notes Payable [Member] | Howard Schraub [Member] | ||
Principal | 16,500 | |
Debt Discounts | (12,250) | |
Original Issue Discount | ||
Principal, net of Discounts | 4,250 | |
Convertible Notes Payable [Member] | Howard Schraub One [Member] | ||
Principal | 20,000 | |
Debt Discounts | (15,233) | |
Original Issue Discount | ||
Principal, net of Discounts | 4,767 | |
Convertible Notes Payable [Member] | A1 Solar Corp.[Member] | ||
Principal | ||
Debt Discounts | ||
Original Issue Discount | ||
Principal, net of Discounts |
DEBT (Details Narrative)
DEBT (Details Narrative) | Jul. 11, 2018USD ($) | Jan. 05, 2018USD ($)shares | Jul. 12, 2017USD ($)shares | Jul. 12, 2017USD ($)shares | Jul. 06, 2017USD ($)shares | Jun. 06, 2017USD ($) | Apr. 13, 2017USD ($)shares | Apr. 04, 2017USD ($)$ / sharesshares | Feb. 13, 2017USD ($)$ / shares | Dec. 15, 2016USD ($) | Dec. 13, 2016USD ($) | Dec. 02, 2016USD ($) | Oct. 06, 2016USD ($) | Dec. 30, 2017USD ($)shares | Sep. 15, 2017USD ($) | Aug. 15, 2017USD ($)shares | Jul. 31, 2017USD ($) | May 16, 2017USD ($)shares | Apr. 30, 2017USD ($) | Apr. 25, 2017USD ($)shares | Mar. 28, 2017USD ($) | Mar. 16, 2017USD ($) | Feb. 21, 2017USD ($) | Aug. 23, 2016USD ($)shares | Aug. 18, 2016USD ($)Numbershares | Jan. 10, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($)$ / sharesshares | Feb. 01, 2017USD ($)shares |
Accrued interest | $ 1,370 | $ 1,884 | ||||||||||||||||||||||||||||
Amount of debt extinguished | 78,412 | 324,916 | ||||||||||||||||||||||||||||
Legal and other expenses | 2,950 | |||||||||||||||||||||||||||||
Debt discount amortized | 115,722 | 477,267 | ||||||||||||||||||||||||||||
Principal amount notes payable | $ 284,083 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 4,118,242 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 44,324 | |||||||||||||||||||||||||||||
Debt conversion converted amount | 77,818 | |||||||||||||||||||||||||||||
Note penalties | 29,909 | 35,985 | ||||||||||||||||||||||||||||
Converted fees | $ 2,950 | $ 10,900 | ||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 2,752,883 | |||||||||||||||||||||||||||||
Common stock, shares issued | shares | 8,964,103 | 5,212,563 | ||||||||||||||||||||||||||||
Debt conversion converted amount, accrued interest | $ 4,072 | |||||||||||||||||||||||||||||
GPL Ventures, LLC [Member] | ||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||
Accrued interest | $ 658 | |||||||||||||||||||||||||||||
Debt discount | $ 8,932 | |||||||||||||||||||||||||||||
Debt discount amortized | 8,384 | |||||||||||||||||||||||||||||
Derivative liability | $ 35,764 | 8,932 | 10,172 | |||||||||||||||||||||||||||
Convertible promissory note | $ 10,000 | |||||||||||||||||||||||||||||
Maturity date of convertible note | July 15, 2017 | July 13, 2017 | ||||||||||||||||||||||||||||
Conversion price description | 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 | 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 | ||||||||||||||||||||||||||||
Debt conversion converted amount | $ 10,000 | |||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 400,000 | |||||||||||||||||||||||||||||
Accrued interest written off | $ 687 | |||||||||||||||||||||||||||||
GPL Ventures, LLC [Member] | On May 12, 2017 [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 1,604 | |||||||||||||||||||||||||||||
Principal amount notes payable | 39,192 | |||||||||||||||||||||||||||||
Global Opportunity Group, LLC [Member] | ||||||||||||||||||||||||||||||
Note payble amount | $ 60,000 | |||||||||||||||||||||||||||||
Interest rate | 2.00% | 12.00% | 10.00% | |||||||||||||||||||||||||||
Accrued interest | $ 75 | 1,297 | ||||||||||||||||||||||||||||
Promissory note principal amount | $ 50,000 | 11,992 | ||||||||||||||||||||||||||||
Convertible note OID, amount | 1,000 | $ 1,700 | $ 1,750 | |||||||||||||||||||||||||||
Convertible note OID, amount amortized | 978 | |||||||||||||||||||||||||||||
Debt discount | 8,487 | 17,376 | 18,150 | $ 41,976 | ||||||||||||||||||||||||||
Debt discount amortized | 9,997 | |||||||||||||||||||||||||||||
Derivative liability | 8,487 | 17,376 | 21,608 | 41,976 | $ 17,336 | |||||||||||||||||||||||||
Proceeds from equity purchase agreement | $ 9,000 | |||||||||||||||||||||||||||||
Warrants issued | shares | 1,650 | |||||||||||||||||||||||||||||
Exercise price per warrant | $ / shares | $ 0.50 | $ 7.50 | ||||||||||||||||||||||||||||
Net proceed by purchase agreement | 17,000 | 16,400 | ||||||||||||||||||||||||||||
Convertible promissory note | $ 10,000 | $ 18,700 | $ 18,150 | $ 50,000 | ||||||||||||||||||||||||||
Maturity date of convertible note | February 13, 2018 | December 2, 2017 | March 28, 2018 | February 21, 2018 | ||||||||||||||||||||||||||
Conversion price description | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | 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 | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | ||||||||||||||||||||||||||
Debt conversion converted amount | $ 18,700 | |||||||||||||||||||||||||||||
Converted fees | $ 1,250 | |||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 567,867 | |||||||||||||||||||||||||||||
Accrued interest written off | $ 1,541 | |||||||||||||||||||||||||||||
EMA Financial, LLC [Member] | ||||||||||||||||||||||||||||||
Interest rate | 12.00% | 16.00% | ||||||||||||||||||||||||||||
Accrued interest | $ 3,172 | |||||||||||||||||||||||||||||
Amount of accrued interest extinguished/converted | $ 2,715 | |||||||||||||||||||||||||||||
Convertible note OID, amount | 3,300 | |||||||||||||||||||||||||||||
Debt discount | $ 33,000 | 33,000 | ||||||||||||||||||||||||||||
Debt discount amortized | $ 30,606 | |||||||||||||||||||||||||||||
Derivative liability | 45,358 | 41,947 | 10,411 | |||||||||||||||||||||||||||
Legal fees deduction | $ 3,000 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 503,152 | |||||||||||||||||||||||||||||
Default fee added principal balance | $ 8,249 | |||||||||||||||||||||||||||||
Securities purchase agreement price | 33,000 | |||||||||||||||||||||||||||||
Net proceed by purchase agreement | $ 29,700 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 33,000 | |||||||||||||||||||||||||||||
Maturity date of convertible note | October 6, 2017 | |||||||||||||||||||||||||||||
Conversion price description | 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 | 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 | ||||||||||||||||||||||||||||
Debt conversion converted amount | $ 8,916 | $ 41,249 | 24,084 | |||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 830,776 | |||||||||||||||||||||||||||||
Debt conversion converted amount, penalty | $ 29,908 | |||||||||||||||||||||||||||||
Global Opportunity [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||
Sale of notes | $ 15,841 | |||||||||||||||||||||||||||||
Debt discount | $ 10,683 | $ 30,000 | $ 30,000 | 15,481 | ||||||||||||||||||||||||||
Derivative liability | 10,683 | 34,825 | 36,823 | 17,787 | ||||||||||||||||||||||||||
Principal amount notes payable | 18,284 | 18,009 | 15,841 | |||||||||||||||||||||||||||
Legal fees notes payable | $ 1,200 | $ 1,200 | $ 500 | |||||||||||||||||||||||||||
Conversion amount to shares | shares | 222,680 | 362,180 | 195,559 | |||||||||||||||||||||||||||
Convertible promissory note | $ 11,716 | $ 30,000 | $ 30,000 | $ 15,841 | ||||||||||||||||||||||||||
Maturity date of convertible note | March 13, 2018 | April 13, 2018 | May 16, 2018 | March 28, 2018 | ||||||||||||||||||||||||||
Conversion price description | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date | The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | ||||||||||||||||||||||||||
On October 6, 2016 [Member] | EMA Financial, LLC [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 2,677 | |||||||||||||||||||||||||||||
Principal amount notes payable | $ 8,916 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 976,000 | |||||||||||||||||||||||||||||
March 28, 2017 [Member] | Global Opportunity Group, LLC [Member] | ||||||||||||||||||||||||||||||
Accrued interest | $ 35 | |||||||||||||||||||||||||||||
Warrants issued | shares | 605,000 | |||||||||||||||||||||||||||||
Exercise price per warrant | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||
Principal amount notes payable | $ 50,000 | |||||||||||||||||||||||||||||
Escrow Agreement | 18,150 | |||||||||||||||||||||||||||||
February 21, 2017 [Member] | Global Opportunity Group, LLC [Member] | ||||||||||||||||||||||||||||||
Legal fees notes payable | $ 2,000 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 358,460 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 34,159 | |||||||||||||||||||||||||||||
February 13, 2017 [Member] | Global Opportunity Group, LLC [Member] | ||||||||||||||||||||||||||||||
Accrued interest | $ 1,117 | |||||||||||||||||||||||||||||
Sale of notes | $ 10,000 | |||||||||||||||||||||||||||||
Convertible note OID, amount amortized | 375 | |||||||||||||||||||||||||||||
Debt discount amortized | $ 3,186 | |||||||||||||||||||||||||||||
Warrants issued | shares | 333,333 | |||||||||||||||||||||||||||||
February 13, 2017 [Member] | A1 Solar Corp [Member] | ||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||
Accrued interest | $ 1,117 | |||||||||||||||||||||||||||||
Debt discount | 11,117 | |||||||||||||||||||||||||||||
Derivative liability | 13,348 | |||||||||||||||||||||||||||||
Principal amount notes payable | 10,000 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 11,117 | |||||||||||||||||||||||||||||
Maturity date of convertible note | Sep. 29, 2018 | |||||||||||||||||||||||||||||
Conversion price description | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | |||||||||||||||||||||||||||||
Debt conversion converted amount | $ 11,117 | |||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 322,018 | |||||||||||||||||||||||||||||
Debt conversion converted amount, accrued interest | $ 77 | |||||||||||||||||||||||||||||
December 15, 2016 [Member] | GPL Ventures, LLC [Member] | ||||||||||||||||||||||||||||||
Note payble amount | $ 40,000 | |||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Accrued interest | $ 462 | |||||||||||||||||||||||||||||
Debt discount | 35,764 | |||||||||||||||||||||||||||||
Principal amount notes payable | $ 1,270 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 254,000 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 40,462 | |||||||||||||||||||||||||||||
December 2015 LG note [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 101 | |||||||||||||||||||||||||||||
Debt discount | 60,000 | |||||||||||||||||||||||||||||
Derivative liability | 68,651 | |||||||||||||||||||||||||||||
Global purchased notes payable | $ 60,000 | |||||||||||||||||||||||||||||
Conversion feature percentage | 50.00% | |||||||||||||||||||||||||||||
Acquisition tranches | Number | 2 | |||||||||||||||||||||||||||||
Tranches value | $ 30,000 | |||||||||||||||||||||||||||||
Principal amount notes payable | 68,593 | |||||||||||||||||||||||||||||
Legal fees notes payable | $ 5,000 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 249,444 | |||||||||||||||||||||||||||||
Default fee added principal balance | $ 8,593 | |||||||||||||||||||||||||||||
On August 10, 2016 [Member] | ||||||||||||||||||||||||||||||
Note payble amount | $ 16,500 | |||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||
Accrued interest | $ 1,063 | |||||||||||||||||||||||||||||
Sale of notes | 16,500 | |||||||||||||||||||||||||||||
Convertible note OID, amount | 1,500 | |||||||||||||||||||||||||||||
Debt discount | 16,500 | |||||||||||||||||||||||||||||
Derivative liability | 16,793 | |||||||||||||||||||||||||||||
Legal fees deduction | $ 1,000 | |||||||||||||||||||||||||||||
Warrants issued | shares | 165,000 | |||||||||||||||||||||||||||||
Exercise price per warrant | $ / shares | $ 0.15 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 15,000 | |||||||||||||||||||||||||||||
Maturity date of convertible note | August 10, 2017 | |||||||||||||||||||||||||||||
Conversion price description | lower of 50% | |||||||||||||||||||||||||||||
Lowest traded price conversion period | twenty consecutive trading days | |||||||||||||||||||||||||||||
On April 20, 2017 [Member] | Old Main Capital, LLC [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 2,574 | |||||||||||||||||||||||||||||
Principal amount notes payable | $ 56,000 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 230,123 | |||||||||||||||||||||||||||||
Default fee added principal balance | $ 22,667 | |||||||||||||||||||||||||||||
Debt conversion converted amount | 26,000 | |||||||||||||||||||||||||||||
Required principal payment | 30,000 | |||||||||||||||||||||||||||||
Note penalties | $ 13,000 | |||||||||||||||||||||||||||||
Common stock, shares issued | shares | 52,000 | |||||||||||||||||||||||||||||
On July 25, 2016 [Member] | ||||||||||||||||||||||||||||||
Note payble amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Lowest trading price of the common stock | 65.00% | |||||||||||||||||||||||||||||
Convertible note OID, amount | $ 3,333 | |||||||||||||||||||||||||||||
Debt discount | 30,051 | |||||||||||||||||||||||||||||
Legal fees deduction | 4,000 | |||||||||||||||||||||||||||||
Convertible promissory note with River North | 33,333 | |||||||||||||||||||||||||||||
On July 21, 2016 [Member] | ||||||||||||||||||||||||||||||
Note payble amount | $ 33,333 | |||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Legal and other expenses | $ 1,250 | |||||||||||||||||||||||||||||
Lowest trading price of the common stock | 65.00% | |||||||||||||||||||||||||||||
Convertible note OID, amount | $ 3,333 | |||||||||||||||||||||||||||||
Debt discount | 29,574 | |||||||||||||||||||||||||||||
Derivative liability | 29,574 | |||||||||||||||||||||||||||||
Equity purchase agreement | 2,500 | |||||||||||||||||||||||||||||
Proceeds from equity purchase agreement | $ 26,250 | |||||||||||||||||||||||||||||
Maturity date of convertible note | July 21, 2017 | |||||||||||||||||||||||||||||
Conversion price description | lower of 65% | |||||||||||||||||||||||||||||
Lowest traded price conversion period | twenty consecutive trading days | |||||||||||||||||||||||||||||
December 3, 2015 [Member] | ||||||||||||||||||||||||||||||
Note payble amount | $ 125,000 | |||||||||||||||||||||||||||||
Convertible note OID, percentage | 15.00% | |||||||||||||||||||||||||||||
Convertible note amortized amount | $ 18,750 | |||||||||||||||||||||||||||||
Debt discount | 85,165 | |||||||||||||||||||||||||||||
October 14, 2016 [Member] | ||||||||||||||||||||||||||||||
Note payble amount | 125,000 | |||||||||||||||||||||||||||||
Accrued interest | 28,553 | |||||||||||||||||||||||||||||
Judgment amount | 135,202 | |||||||||||||||||||||||||||||
October 22, 2015 [Member] | ||||||||||||||||||||||||||||||
Note payble amount | $ 125,000 | |||||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||||
Purchase price | $ 106,250 | |||||||||||||||||||||||||||||
Legal and other expenses | $ 6,000 | |||||||||||||||||||||||||||||
Lowest trading price of the common stock | 80.00% | |||||||||||||||||||||||||||||
Convertible note OID, percentage | 15.00% | |||||||||||||||||||||||||||||
Convertible note amortized amount | $ 18,750 | |||||||||||||||||||||||||||||
Debt discount | 44,643 | |||||||||||||||||||||||||||||
Exchange agreement [Member] | Global Opportunity Group, LLC [Member] | ||||||||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||||||||
Amount of debt extinguished | $ 25,000 | |||||||||||||||||||||||||||||
Amount of accrued interest extinguished/converted | 3 | |||||||||||||||||||||||||||||
Debt discount | 25,000 | |||||||||||||||||||||||||||||
Derivative liability | 324,629 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 25,000 | |||||||||||||||||||||||||||||
Maturity date of convertible note | Dec. 30, 2018 | |||||||||||||||||||||||||||||
Shares issuable upon exercise of warrants cancelled | shares | 11,115 | |||||||||||||||||||||||||||||
Schraub [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 12.00% | |||||||||||||||||||||||||||
Accrued interest | $ 57 | |||||||||||||||||||||||||||||
Debt discount | $ 20,000 | $ 16,500 | $ 16,500 | |||||||||||||||||||||||||||
Derivative liability | $ 23,381 | 19,999 | 18,844 | |||||||||||||||||||||||||||
Warrants issued | shares | 15,000 | |||||||||||||||||||||||||||||
Exercise price per warrant | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||
Legal fees notes payable | $ 400 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 160,011 | |||||||||||||||||||||||||||||
Convertible promissory note | $ 20,000 | $ 16,500 | $ 16,500 | $ 16,500 | ||||||||||||||||||||||||||
Maturity date of convertible note | April 4, 2018 | March 28, 2018 | March 16, 2018 | |||||||||||||||||||||||||||
Conversion price description | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | |||||||||||||||||||||||||||
Debt conversion converted amount | $ 600 | |||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 12,370 | |||||||||||||||||||||||||||||
Schraub [Member] | June 6, 2017 [Member] | Global Opportunity [Member] | ||||||||||||||||||||||||||||||
Convertible promissory note | $ 11,716 | |||||||||||||||||||||||||||||
Schraub [Member] | April 4, 2017 [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 477 | |||||||||||||||||||||||||||||
Debt discount amortized | 4,767 | |||||||||||||||||||||||||||||
Derivative liability | 17,756 | |||||||||||||||||||||||||||||
Accrued interest written off | 647 | |||||||||||||||||||||||||||||
Schraub [Member] | April 4, 2017 [Member] | Global Opportunity Group, LLC [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Amount of debt extinguished | $ 12,074 | |||||||||||||||||||||||||||||
Amount of accrued interest extinguished/converted | 1,367 | |||||||||||||||||||||||||||||
Debt discount | $ 20,000 | |||||||||||||||||||||||||||||
Derivative liability | $ 21,097 | |||||||||||||||||||||||||||||
Maturity date of convertible note | Apr. 4, 2018 | |||||||||||||||||||||||||||||
Conversion price description | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | |||||||||||||||||||||||||||||
Debt conversion converted amount | $ 7,926 | |||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 348,691 | |||||||||||||||||||||||||||||
Convertible note assigned to related party | $ 20,000 | |||||||||||||||||||||||||||||
Schraub [Member] | March 28, 2017 [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 425 | |||||||||||||||||||||||||||||
Debt discount amortized | 4,250 | |||||||||||||||||||||||||||||
Derivative liability | $ 15,161 | |||||||||||||||||||||||||||||
Warrants issued | shares | 12,100 | |||||||||||||||||||||||||||||
Exercise price per warrant | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||
Accrued interest written off | $ 565 | |||||||||||||||||||||||||||||
Schraub [Member] | March 28, 2017 [Member] | Global Opportunity Group, LLC [Member] | ||||||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||||
Debt discount | $ 16,500 | |||||||||||||||||||||||||||||
Derivative liability | $ 17,406 | |||||||||||||||||||||||||||||
Maturity date of convertible note | Mar. 28, 2018 | |||||||||||||||||||||||||||||
Conversion price description | The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date | |||||||||||||||||||||||||||||
Debt conversion converted amount | $ 1,279 | |||||||||||||||||||||||||||||
Debt conversion converted instrument shares issued | shares | 88,093 | |||||||||||||||||||||||||||||
Convertible note assigned to related party | $ 16,500 | |||||||||||||||||||||||||||||
River North Equity, LLC [Member] | ||||||||||||||||||||||||||||||
Accrued interest | $ 1,744 | |||||||||||||||||||||||||||||
Principal amount notes payable | $ 2,037 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 52,878 | |||||||||||||||||||||||||||||
River North Equity, LLC [Member] | July 5, 2017 [Member] | ||||||||||||||||||||||||||||||
Accrued interest | $ 1,236 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 183,068 | |||||||||||||||||||||||||||||
Debt conversion converted amount | $ 4,660 | |||||||||||||||||||||||||||||
River North Equity, LLC [Member] | On April 20, 2017 [Member] | ||||||||||||||||||||||||||||||
Principal amount notes payable | 49,252 | |||||||||||||||||||||||||||||
Default fee added principal balance | 17,955 | |||||||||||||||||||||||||||||
Required principal payment | 30,000 | |||||||||||||||||||||||||||||
River North Equity, LLC [Member] | June 2, 2017 [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 1,236 | |||||||||||||||||||||||||||||
Derivative liability | 5,227 | |||||||||||||||||||||||||||||
Principal amount notes payable | $ 4,660 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 172,685 | |||||||||||||||||||||||||||||
Debt conversion converted amount | $ 14,592 | |||||||||||||||||||||||||||||
LG Capital [Member] | Forbearance Agreement [Member] | ||||||||||||||||||||||||||||||
Amount of debt extinguished | $ 29,257 | $ 135,427 | ||||||||||||||||||||||||||||
Global Opportunity [Member] | June 6, 2017 [Member] | ||||||||||||||||||||||||||||||
Principal amount notes payable | 11,716 | |||||||||||||||||||||||||||||
Legal fees notes payable | $ 600 | |||||||||||||||||||||||||||||
Conversion amount to shares | shares | 381,070 | |||||||||||||||||||||||||||||
Global Opportunity [Member] | May 16, 2017 [Member] | ||||||||||||||||||||||||||||||
Accrued interest | $ 280 | |||||||||||||||||||||||||||||
Principal amount notes payable | 11,991 | |||||||||||||||||||||||||||||
Viva Entertainment [Member] | Purchase and Exchange Agreement [Member] | May 16, 2017 [Member] | ||||||||||||||||||||||||||||||
Accrued interest | 184 | |||||||||||||||||||||||||||||
Promissory note principal amount | $ 8,985 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jul. 06, 2017 | Feb. 14, 2017 | Jan. 19, 2018 | Aug. 21, 2017 | Aug. 21, 2017 | Apr. 18, 2017 | Feb. 14, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 30, 2018 | Oct. 25, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Mar. 31, 2017 | Jul. 01, 2016 | Dec. 21, 2015 | Mar. 10, 2015 |
Stock-based compensation | $ 809,000 | $ 725,400 | |||||||||||||||
Legal fees | 2,950 | ||||||||||||||||
Convertible notes payable | $ 25,000 | ||||||||||||||||
Common stock for debt converted, shares | 2,752,883 | ||||||||||||||||
Common stock, value | $ 193,161 | ||||||||||||||||
Common stock, shares issued | 4,558,337 | ||||||||||||||||
Reverse stock split | 1-for-50 | ||||||||||||||||
Stock subscription payable | $ 35,000 | ||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||||||||||||||
Common stock, shares issued | 8,964,103 | 5,212,563 | |||||||||||||||
Common stock, shares outstanding | 8,964,103 | 5,212,563 | |||||||||||||||
Derivative liabilities | $ 2,886,965 | $ 85,191 | |||||||||||||||
Proceeds from sale of common stock | $ 720,000 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | |||||||||||||||
Preferred stock, shares issued | 309,166 | 150,000 | |||||||||||||||
Preferred stock, shares outstanding | 309,166 | 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 | $ 309 | $ 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 A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||||||
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 | |||||||||||||||
Common Stock | |||||||||||||||||
Accured interest payble | $ 1,884 | ||||||||||||||||
Legal fees | 10,900 | ||||||||||||||||
Convertible notes payable | 284,083 | ||||||||||||||||
Loss on conversion of notes | 152,052 | 662,919 | |||||||||||||||
Debt discount | $ 5,709 | ||||||||||||||||
Common stock, value | $ 809,820 | ||||||||||||||||
Common stock, shares issued | 4,118,242 | ||||||||||||||||
Debt penalties | $ 35,985 | ||||||||||||||||
Derivative liabilities | $ 324,916 | ||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||
Preferred stock, shares issued | 500,000 | ||||||||||||||||
Preferred stock, shares outstanding | 500,000 | ||||||||||||||||
limitations and relative rights | 1,000,000 | ||||||||||||||||
St. George Investments LLC [Member] | Securities Purchase Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||
Exercise price of warrant, par value | $ 2.16 | ||||||||||||||||
Sale of restricted common stock shares | 462,900 | ||||||||||||||||
Fair value of common stock shares issued | $ 750,000 | ||||||||||||||||
Proceeds from sale of common stock | 720,000 | ||||||||||||||||
Warrant value | $ 607,556 | ||||||||||||||||
DigiMine [Member] | Series B Preferred Stock [Member] | Two Asset Purchase Agreements [Member] | |||||||||||||||||
Preferred stock, shares issued | 36,666 | ||||||||||||||||
Preferred stock value | $ 1,163,806 | ||||||||||||||||
Steve Rubakh [Member] | Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares authorized | 110,000 | 150,000 | |||||||||||||||
Warrants [Member] | |||||||||||||||||
Warrant value | $ 411,429 | ||||||||||||||||
Allocated shares purchased | $ 308,571 | ||||||||||||||||
Warrants [Member] | St. George Investments LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Common stock shares issuable upon exercise of warrants or rights | 347,175 | ||||||||||||||||
Common Stock | |||||||||||||||||
Conversion of accrued compensation, shares | 2,752,883 | ||||||||||||||||
Accured interest payble | $ 4,072 | ||||||||||||||||
Legal fees | 2,950 | ||||||||||||||||
Convertible notes payable | $ 77,818 | ||||||||||||||||
Common stock for debt converted, shares | 2,752,883 | 4,118,242 | |||||||||||||||
Common stock, shares issued | 3,751,540 | ||||||||||||||||
Debt penalties | $ 29,909 | ||||||||||||||||
Increased outstanding common shares | 115 | ||||||||||||||||
Derivative liabilities | $ 78,412 | ||||||||||||||||
Common Stock | Board of Directors [Member] | |||||||||||||||||
Reverse stock split | 1-for-50 | ||||||||||||||||
Common Stock | Lender [Member] | |||||||||||||||||
Common stock, value | $ 13,000 | ||||||||||||||||
Common stock, shares issued | 52,000 | ||||||||||||||||
Common Stock | Rubakh [Member] | |||||||||||||||||
Conversion of accrued compensation, shares | 347,222 | 6,000 | |||||||||||||||
Conversion of accrued compensation, value | $ 15,625 | $ 37,500 | |||||||||||||||
Common stock, value | $ 37,459 | ||||||||||||||||
Common stock, shares issued | 249,728 | ||||||||||||||||
Common Stock | Global [Member] | |||||||||||||||||
Common stock issued to excercise of warrants | 188,240 | ||||||||||||||||
Exercise price of warrant, par value | $ 188 | ||||||||||||||||
Common Stock One {Member] | Rubakh [Member] | |||||||||||||||||
Common stock, value | $ 19,855 | ||||||||||||||||
Common stock, shares issued | 132,368 | ||||||||||||||||
Common shares issued for accounts payble | $ 16,546 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Number of Outstanding, Beginning Balance | 12,817 | 1,200 |
Granted | 347,175 | 50,817 |
Exercised | (502) | |
Forfeited or expired | (11,115) | (39,200) |
Number of Outstanding, Ending Balance | 348,375 | 12,817 |
Weighted Average Exercise Price, Beginning Balance | $ 4.33 | $ 12.50 |
Granted | 2.16 | 1.18 |
Exercised | 7.50 | |
Cancelled or expired | 3.30 | 0.50 |
Weighted Average Exercise Price, Ending Balance | $ 2.20 | $ 4.33 |
Weighted average remaining contractual life (Years), Outstanding and exercisable, Beginning Balance | 5 years 2 months 30 days | 2 years 9 months 22 days |
Weighted average remaining contractual life (Years), Outstanding and exercisable, Ending Balance | 2 years 6 months 18 days | 5 years 2 months 30 days |
Aggregate intrinsic value, Beginning Balance | ||
Aggregate intrinsic value, Ending Balance |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | ||
Dec. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative liabilities | $ 2,886,965 | $ 85,191 | |
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 | 324,303 | ||
Increase to additional paid-in capital | $ 299,303 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 30, 2018USD ($) |
Year ending June 30: | |
2,019 | $ 84,883 |
2,020 | 66,020 |
total | $ 150,903 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 11, 2018 | Apr. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | May 04, 2018 |
Note payable | $ 44,324 | ||||
Gain loss on extinguishment of debt | 7,934 | (164,027) | |||
Operating leases rent expense | $ 49,295 | $ 6,800 | |||
LG Capital Funding, LLC [Member] | Forbearance Agreement [Member] | |||||
Note payable | $ 125,000 | ||||
Gain loss on extinguishment of debt | $ 29,257 | $ 135,427 | |||
Pennsylvania [Member] | |||||
Operating lease term description | The lease for the Pennsylvania location is on a month-to-month basis at $850 per month. | ||||
New Jersey [Member] | |||||
Operating lease term description | The lease for the New Jersey location, which was assumed in the digiMine Acquisition, was effective April 1, 2018 for a period of one year at a monthly rental of $6,986, with an automatic one-year renewal period with a 5% increase in the monthly rent. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes Details Abstract | ||
Tax benefit at the statutory rate | $ (1,171,265) | $ (600,082) |
State income taxes, net of federal income tax benefit | 66,710 | (45,542) |
Non-deductible items | 1,248,992 | 578,351 |
Non-taxable items | (104,668) | (81,872) |
Change in valuation allowance | (39,769) | 149,145 |
Total |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Income Taxes Details Abstract | ||
Net operating loss carryforward | $ 273,848 | $ 234,079 |
Less valuation allowance | (273,848) | (234,079) |
Net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes Details Abstract | ||
Net operating loss carry forwards | $ 883,382 | $ 755,095 |
Expiration year | through the year 2036. |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Current assets: | ||||
Cash | $ 749 | $ 15,691 | ||
Prepaid expenses and other current assets | 9,000 | 7,500 | ||
Marketable securities | 1,700 | 253,998 | ||
Note receivable | 16,872 | |||
Accrued interest receivable | 1,519 | |||
Total current assets | 170,517 | 295,580 | ||
Non-current assets: | ||||
Deposits | 14,673 | 700 | ||
Total assets | 829,522 | 296,280 | ||
Current liabilities: | ||||
Accounts payable | 26,973 | 27,417 | ||
Accrued expenses | 29,428 | 41,679 | ||
Due to related party | 20,974 | 22,685 | ||
Derivative liabilities | 2,886,965 | 85,191 | ||
Convertible notes payable, net of discounts | 44,324 | |||
Total current liabilities | 2,964,340 | 346,296 | ||
Total liabilities | 2,964,340 | 346,296 | ||
Commitments and contingencies | ||||
Stockholders' deficit: | ||||
Common stock, $0.001 par value, (2,000,000,000 shares authorized, 8,964,103 and 5,212,563 shares issued and outstanding) | 8,965 | 5,213 | ||
Additional paid-in capital | 9,290,344 | 5,836,607 | ||
Accumulated deficit | (11,469,936) | (5,892,486) | ||
Total stockholders' deficit | (2,134,818) | (50,016) | $ (449,845) | |
Total liabilities and stockholders' deficit | 829,522 | 296,280 | ||
Series A Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | 500 | 500 | ||
Series B Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | $ 309 | 150 | ||
As Originally Reported [Member] | ||||
Current assets: | ||||
Cash | 15,691 | 1,974 | ||
Prepaid expenses and other current assets | 7,500 | |||
Marketable securities | 253,998 | |||
Note receivable | 16,872 | |||
Accrued interest receivable | 1,519 | |||
Total current assets | 295,580 | |||
Non-current assets: | ||||
Deposits | 700 | |||
Total assets | 296,280 | |||
Current liabilities: | ||||
Accounts payable | 27,417 | |||
Accrued expenses | 57,032 | |||
Due to related party | 20,216 | |||
Derivative liabilities | 226,731 | |||
Convertible notes payable, net of discounts | 47,814 | |||
Note payable | 125,000 | |||
Total current liabilities | 504,211 | |||
Total liabilities | 504,210 | |||
Stockholders' deficit: | ||||
Common stock, $0.001 par value, (2,000,000,000 shares authorized, 8,964,103 and 5,212,563 shares issued and outstanding) | 5,213 | |||
Additional paid-in capital | 4,613,089 | |||
Accumulated deficit | (4,826,882) | |||
Total stockholders' deficit | (207,930) | |||
Total liabilities and stockholders' deficit | 296,280 | |||
As Originally Reported [Member] | Series A Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | 500 | |||
As Originally Reported [Member] | Series B Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | 150 | |||
Adjustments [Member] | ||||
Current assets: | ||||
Cash | ||||
Prepaid expenses and other current assets | ||||
Marketable securities | ||||
Note receivable | ||||
Accrued interest receivable | ||||
Total current assets | ||||
Non-current assets: | ||||
Deposits | ||||
Total assets | ||||
Current liabilities: | ||||
Accounts payable | ||||
Accrued expenses | [1] | (15,353) | ||
Due to related party | [2] | 2,469 | ||
Derivative liabilities | [3] | (141,540) | ||
Convertible notes payable, net of discounts | [3],[4] | (3,490) | ||
Note payable | ||||
Total current liabilities | (157,914) | |||
Total liabilities | (157,914) | |||
Stockholders' deficit: | ||||
Common stock, $0.001 par value, (2,000,000,000 shares authorized, 8,964,103 and 5,212,563 shares issued and outstanding) | ||||
Additional paid-in capital | [3],[5],[6] | 1,223,518 | ||
Accumulated deficit | [2],[3],[5],[6],[7] | (1,065,604) | ||
Total stockholders' deficit | 157,914 | |||
Total liabilities and stockholders' deficit | ||||
Adjustments [Member] | Series A Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | ||||
Adjustments [Member] | Series B Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | ||||
As Restated [Member] | ||||
Current assets: | ||||
Cash | 15,691 | $ 1,974 | ||
Prepaid expenses and other current assets | 7,500 | |||
Marketable securities | 253,998 | |||
Note receivable | 16,872 | |||
Accrued interest receivable | 1,519 | |||
Total current assets | 295,580 | |||
Non-current assets: | ||||
Deposits | 700 | |||
Total assets | 296,280 | |||
Current liabilities: | ||||
Accounts payable | 27,417 | |||
Accrued expenses | 41,679 | |||
Due to related party | 22,685 | |||
Derivative liabilities | 85,191 | |||
Convertible notes payable, net of discounts | 44,324 | |||
Note payable | 125,000 | |||
Total current liabilities | 346,296 | |||
Total liabilities | 346,296 | |||
Stockholders' deficit: | ||||
Common stock, $0.001 par value, (2,000,000,000 shares authorized, 8,964,103 and 5,212,563 shares issued and outstanding) | 5,213 | |||
Additional paid-in capital | 5,836,607 | |||
Accumulated deficit | (5,892,486) | |||
Total stockholders' deficit | (50,016) | |||
Total liabilities and stockholders' deficit | 296,280 | |||
As Restated [Member] | Series A Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | 500 | |||
As Restated [Member] | Series B Preferred Stock [Member] | ||||
Stockholders' deficit: | ||||
Preferred stock | $ 150 | |||
[1] | (a) Accrued officer compensation was reclassified from accrued expenses to due to related party and accrued interest payable was increased. | |||
[2] | (b) Accrued officer compensation was reclassified from accrued expenses to due to related party and subsequently reduced. Shareholder loans were offset by other payments and expenses and reduced. | |||
[3] | (c) The Company engaged an outside consultant to revise derivative liabilities associated with convertible notes payable and to add derivative liabilities associated with warrants. The calculations were made for each issuance of new debt and warrants and for each conversion, exchange or exercise of debt and warrants. As a result, total derivative liabilities decreased, and modifications were made to the calculation of debt discount, interest expense for the amortization of debt discount, and change in fair value of derivative. In addition, convertible notes payable, net of discounts, decreased, interest expense decreased, and change in fair value of derivative liabilities decreased. Additionally, no loss on extinguishment of debt for note conversions was recorded, resulting in a decrease in the loss. | |||
[4] | (h) Increased financing fees added to convertible note principal. | |||
[5] | (e) Realized gain on sale of investments decreased with an associated increase to additional paid-in capital. | |||
[6] | (f) The net effect of modifications to derivative liabilities discussed in (c) above was a decrease to additional paid-in capital and an increase to accumulated deficit at the beginning of the year. | |||
[7] | (d) Total general and administrative expenses decreased as a result of corrections to stock-based compensation related party, and other adjustments to operating expenses. |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Revenues: | $ 306,407 | ||
Operating expenses: | |||
General and administrative | 1,296,155 | 992,372 | |
Research and development | 21,636 | ||
Total operating expenses | 6,204,039 | 1,014,008 | |
Loss from operations | (6,135,425) | (1,014,008) | |
Other income (expense): | |||
Interest and other income | 1,405 | 2,408 | |
Interest expense | (153,706) | (678,595) | |
Realized gain on sale of investments | 239,567 | 30,664 | |
Unrealized gain on investments | (2,709) | 240,800 | |
Gain (loss) on extinguishment of debt | 7,934 | (164,027) | |
Change in fair value of derivative liabilities | 490,484 | (177,319) | |
Loss on disposition of property and equipment | (4,870) | ||
Total other income (expense) | 557,975 | (750,939) | |
Income (loss) before income taxes | (5,577,450) | (1,764,947) | |
Provision for income taxes | |||
Net income (loss) | $ (5,577,450) | $ (1,764,947) | |
Net income (loss) per common share, basic and diluted | $ (0.67) | $ (1.13) | |
Weighted average number of common shares outstanding, basic and diluted | 8,306,580 | 1,564,137 | |
As Originally Reported [Member] | |||
Revenues: | |||
Operating expenses: | |||
General and administrative | 1,035,762 | ||
Research and development | 21,636 | ||
Total operating expenses | 1,057,398 | ||
Loss from operations | (1,057,398) | ||
Other income (expense): | |||
Interest and other income | 2,408 | ||
Interest expense | (656,421) | ||
Realized gain on sale of investments | 136,664 | ||
Unrealized gain on investments | 240,800 | ||
Gain (loss) on extinguishment of debt | (1,036,204) | ||
Change in fair value of derivative liabilities | 2,707,896 | ||
Loss on disposition of property and equipment | (4,870) | ||
Total other income (expense) | 1,390,273 | ||
Income (loss) before income taxes | 332,875 | ||
Provision for income taxes | |||
Net income (loss) | $ 332,875 | ||
Net income (loss) per common share, basic and diluted | $ 0.22 | ||
Weighted average number of common shares outstanding, basic and diluted | 1,564,137 | ||
Adjustments [Member] | |||
Revenues: | |||
Operating expenses: | |||
General and administrative | [1] | (43,390) | |
Research and development | |||
Total operating expenses | (43,390) | ||
Loss from operations | 43,390 | ||
Other income (expense): | |||
Interest and other income | |||
Interest expense | [2],[3] | (22,174) | |
Realized gain on sale of investments | [4] | (106,000) | |
Unrealized gain on investments | |||
Gain (loss) on extinguishment of debt | [2],[4] | 872,177 | |
Change in fair value of derivative liabilities | [2] | (2,885,215) | |
Loss on disposition of property and equipment | |||
Total other income (expense) | (2,141,212) | ||
Income (loss) before income taxes | (2,097,822) | ||
Provision for income taxes | |||
Net income (loss) | $ (2,097,822) | ||
Net income (loss) per common share, basic and diluted | $ (1.35) | ||
Weighted average number of common shares outstanding, basic and diluted | |||
As Restated [Member] | |||
Revenues: | |||
Operating expenses: | |||
General and administrative | 992,372 | ||
Research and development | 21,636 | ||
Total operating expenses | 1,014,008 | ||
Loss from operations | (1,014,008) | ||
Other income (expense): | |||
Interest and other income | 2,408 | ||
Interest expense | (678,595) | ||
Realized gain on sale of investments | 30,664 | ||
Unrealized gain on investments | 240,800 | ||
Gain (loss) on extinguishment of debt | (164,027) | ||
Change in fair value of derivative liabilities | (177,319) | ||
Loss on disposition of property and equipment | (4,870) | ||
Total other income (expense) | (750,939) | ||
Income (loss) before income taxes | (1,764,947) | ||
Provision for income taxes | |||
Net income (loss) | $ (1,764,947) | ||
Net income (loss) per common share, basic and diluted | $ (1.13) | ||
Weighted average number of common shares outstanding, basic and diluted | 1,564,137 | ||
[1] | (d) Total general and administrative expenses decreased as a result of corrections to stock-based compensation related party, and other adjustments to operating expenses. | ||
[2] | (c) The Company engaged an outside consultant to revise derivative liabilities associated with convertible notes payable and to add derivative liabilities associated with warrants. The calculations were made for each issuance of new debt and warrants and for each conversion, exchange or exercise of debt and warrants. As a result, total derivative liabilities decreased, and modifications were made to the calculation of debt discount, interest expense for the amortization of debt discount, and change in fair value of derivative. In addition, convertible notes payable, net of discounts, decreased, interest expense decreased, and change in fair value of derivative liabilities decreased. Additionally, no loss on extinguishment of debt for note conversions was recorded, resulting in a decrease in the loss. | ||
[3] | (h) Increased financing fees added to convertible note principal. | ||
[4] | (e) Realized gain on sale of investments decreased with an associated increase to additional paid-in capital. |
RESTATEMENT (Details 2)
RESTATEMENT (Details 2) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ (5,577,450) | $ (1,764,947) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Stock-based compensation - related party | 809,000 | 725,400 | |
Amortization of debt discount | 115,722 | 477,267 | |
Amortization of original issue discount | 1,347 | 28,401 | |
Financing fees related to notes payable | 32,859 | 134,100 | |
Realized gain on sale of investments | (239,567) | (30,664) | |
Unrealized gain on investments | 2,709 | (240,800) | |
Loss on disposition of property and equipment | 49,432 | 4,870 | |
Gain (loss) on extinguishment of debt | (7,934) | 164,027 | |
Change in fair value of derivative liabilities | (490,484) | 177,319 | |
Changes in assets and liabilities: | |||
Prepaid expenses and other current assets | (1,500) | (6,934) | |
Accrued interest receivable | (98) | (909) | |
Accounts payable | 17,815 | 18,353 | |
Accrued expenses | 14,607 | 25,842 | |
Due to related party | (1,711) | 22,992 | |
Net cash used in operating activities | (1,147,502) | (265,683) | |
Cash flows from investing activities: | |||
Net proceeds from the sale of investments | 714,847 | 52,800 | |
Net cash provided by investing activities | 417,881 | 52,800 | |
Cash flows from financing activities: | |||
Proceeds from convertible notes payable | 226,600 | ||
Net cash provided by financing activities | 755,000 | 226,600 | |
Net increase in cash | 25,379 | 13,717 | |
Cash and restricted cash, beginning of year | 15,691 | ||
Cash and restricted cash, end of year | 749 | 15,691 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | |||
Non-cash investing and financing activities: | |||
Note receivable and accrued interest receivable for marketable securities | 66,850 | 35,334 | |
Common shares issued for convertible notes payable | 193,161 | 657,768 | |
Common shares issued for due to related party | 15,625 | 37,459 | |
Debt discount for derivative liability | 72,617 | 472,334 | |
Accrued interest added to convertible notes payable | 1,116 | 462 | |
Settlement of derivative liabilities | 431,055 | 415,742 | |
Increase in note receivable and due to related party | 8,985 | ||
Settlement of related party note receivable and accrued interest | 106,000 | ||
Settlement of convertible notes payable with note receivable and accrued interest receivable - related party | 61,985 | ||
As Originally Reported [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | 332,875 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Stock-based compensation - related party | 746,243 | ||
Amortization of debt discount | 481,346 | ||
Amortization of original issue discount | 28,401 | ||
Financing fees related to notes payable | 121,101 | ||
Realized gain on sale of investments | (136,664) | ||
Unrealized gain on investments | (240,800) | ||
Loss on disposition of property and equipment | 4,870 | ||
Gain (loss) on extinguishment of debt | 1,036,204 | ||
Change in fair value of derivative liabilities | (2,707,896) | ||
Changes in assets and liabilities: | |||
Prepaid expenses and other current assets | (6,934) | ||
Accrued interest receivable | (909) | ||
Accounts payable | 18,353 | ||
Accrued expenses | 41,156 | ||
Due to related party | 16,971 | ||
Net cash used in operating activities | (265,683) | ||
Cash flows from investing activities: | |||
Net proceeds from the sale of investments | 52,800 | ||
Net cash provided by investing activities | 52,800 | ||
Cash flows from financing activities: | |||
Proceeds from convertible notes payable | 226,600 | ||
Net cash provided by financing activities | 226,600 | ||
Net increase in cash | 13,717 | ||
Cash and restricted cash, beginning of year | 15,691 | 1,974 | |
Cash and restricted cash, end of year | 15,691 | ||
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
Non-cash investing and financing activities: | |||
Note receivable and accrued interest receivable for marketable securities | |||
Common shares issued for convertible notes payable | 1,368,751 | ||
Common shares issued for due to related party | 68,716 | ||
Debt discount for derivative liability | 467,215 | ||
Accrued interest added to convertible notes payable | 462 | ||
Settlement of derivative liabilities | |||
Common shares issued for accounts payable | 16,546 | ||
Increase in note receivable and due to related party | |||
Settlement of related party note receivable and accrued interest | |||
Settlement of convertible notes payable with note receivable and accrued interest receivable - related party | |||
Derivative liability | (1,726,213) | ||
Adjustments [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | (2,097,822) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Stock-based compensation - related party | [1] | (20,843) | |
Amortization of debt discount | [2] | (4,079) | |
Amortization of original issue discount | |||
Financing fees related to notes payable | [3] | 12,999 | |
Realized gain on sale of investments | [4] | 106,000 | |
Unrealized gain on investments | |||
Loss on disposition of property and equipment | |||
Gain (loss) on extinguishment of debt | [2],[4] | (872,177) | |
Change in fair value of derivative liabilities | [2] | 2,885,215 | |
Changes in assets and liabilities: | |||
Prepaid expenses and other current assets | |||
Accrued interest receivable | |||
Accounts payable | |||
Accrued expenses | [5],[6] | (15,314) | |
Due to related party | [5],[6] | 6,021 | |
Net cash used in operating activities | |||
Cash flows from investing activities: | |||
Net proceeds from the sale of investments | |||
Net cash provided by investing activities | |||
Cash flows from financing activities: | |||
Proceeds from convertible notes payable | |||
Net cash provided by financing activities | |||
Net increase in cash | |||
Cash and restricted cash, beginning of year | |||
Cash and restricted cash, end of year | |||
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
Non-cash investing and financing activities: | |||
Note receivable and accrued interest receivable for marketable securities | [7] | 35,334 | |
Common shares issued for convertible notes payable | [2] | (710,983) | |
Common shares issued for due to related party | [6] | 6,243 | |
Debt discount for derivative liability | [2] | 5,119 | |
Accrued interest added to convertible notes payable | |||
Settlement of derivative liabilities | [8] | 415,738 | |
Common shares issued for accounts payable | [1] | 3,309 | |
Increase in note receivable and due to related party | [6] | 8,985 | |
Settlement of related party note receivable and accrued interest | [4] | 106,000 | |
Settlement of convertible notes payable with note receivable and accrued interest receivable - related party | [2] | 61,985 | |
Derivative liability | [2] | 1,726,213 | |
As Restated [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | (1,764,947) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Stock-based compensation - related party | 725,400 | ||
Amortization of debt discount | 477,267 | ||
Amortization of original issue discount | 28,401 | ||
Financing fees related to notes payable | 134,100 | ||
Realized gain on sale of investments | (30,664) | ||
Unrealized gain on investments | (240,800) | ||
Loss on disposition of property and equipment | 4,870 | ||
Gain (loss) on extinguishment of debt | 164,027 | ||
Change in fair value of derivative liabilities | 177,319 | ||
Changes in assets and liabilities: | |||
Prepaid expenses and other current assets | (6,934) | ||
Accrued interest receivable | (909) | ||
Accounts payable | 18,353 | ||
Accrued expenses | 25,842 | ||
Due to related party | 22,992 | ||
Net cash used in operating activities | (265,683) | ||
Cash flows from investing activities: | |||
Net proceeds from the sale of investments | 52,800 | ||
Net cash provided by investing activities | 52,800 | ||
Cash flows from financing activities: | |||
Proceeds from convertible notes payable | 226,600 | ||
Net cash provided by financing activities | 226,600 | ||
Net increase in cash | 13,717 | ||
Cash and restricted cash, beginning of year | $ 15,691 | 1,974 | |
Cash and restricted cash, end of year | 15,691 | ||
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
Non-cash investing and financing activities: | |||
Note receivable and accrued interest receivable for marketable securities | 35,334 | ||
Common shares issued for convertible notes payable | 657,768 | ||
Common shares issued for due to related party | 37,459 | ||
Debt discount for derivative liability | 472,334 | ||
Accrued interest added to convertible notes payable | 462 | ||
Settlement of derivative liabilities | 415,742 | ||
Common shares issued for accounts payable | 19,855 | ||
Increase in note receivable and due to related party | 8,985 | ||
Settlement of related party note receivable and accrued interest | 106,000 | ||
Settlement of convertible notes payable with note receivable and accrued interest receivable - related party | 61,985 | ||
Derivative liability | |||
[1] | (d) Total general and administrative expenses decreased as a result of corrections to stock-based compensation related party, and other adjustments to operating expenses. | ||
[2] | (c) The Company engaged an outside consultant to revise derivative liabilities associated with convertible notes payable and to add derivative liabilities associated with warrants. The calculations were made for each issuance of new debt and warrants and for each conversion, exchange or exercise of debt and warrants. As a result, total derivative liabilities decreased, and modifications were made to the calculation of debt discount, interest expense for the amortization of debt discount, and change in fair value of derivative. In addition, convertible notes payable, net of discounts, decreased, interest expense decreased, and change in fair value of derivative liabilities decreased. Additionally, no loss on extinguishment of debt for note conversions was recorded, resulting in a decrease in the loss. | ||
[3] | (h) Increased financing fees added to convertible note principal. | ||
[4] | (e) Realized gain on sale of investments decreased with an associated increase to additional paid-in capital. | ||
[5] | (a) Accrued officer compensation was reclassified from accrued expenses to due to related party and accrued interest payable was increased. | ||
[6] | (b) Accrued officer compensation was reclassified from accrued expenses to due to related party and subsequently reduced. Shareholder loans were offset by other payments and expenses and reduced. | ||
[7] | (g) Disclosure added which was previously omitted. | ||
[8] | (f) The net effect of modifications to derivative liabilities discussed in (c) above was a decrease to additional paid-in capital and an increase to accumulated deficit at the beginning of the year. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 02, 2018 | Sep. 26, 2018 | Sep. 17, 2018 | Oct. 05, 2018 | Aug. 14, 2018 | Jul. 05, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Cash | $ 0 | $ 0 | ||||||
Common stock, shares issued | 8,964,103 | 5,212,563 | ||||||
Common stock value | $ 8,965 | $ 5,213 | ||||||
Series B Preferred Stock [Member] | ||||||||
Preferred stock value | $ 309 | $ 150 | ||||||
Subsequent Event [Member] | ||||||||
Common stock, shares issued | 100,000 | 100,000 | ||||||
Subsequent Event [Member] | Consultant for services [Member] | ||||||||
Common stock value | $ 25,160 | $ 55,000 | ||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||
Shares issued | 5,000 | |||||||
Subsequent Event [Member] | BHP Capital NY, Inc. [Member] | ||||||||
Common stock, shares issued | 75,000 | |||||||
Subsequent Event [Member] | BHP Capital NY, Inc. [Member] | Securities Purchase Agreement [Member] | ||||||||
Convertible promissory note issued | $ 52,000 | |||||||
Due date | Sep. 21, 2019 | |||||||
Interest bears rate | 8.00% | |||||||
Convertible note description | <font style="font: 10pt Times New Roman, Times, Serif">In the Event of Default under the Note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. At any time after 31 days after the Closing Date, until the Note is no longer outstanding, the Note shall be convertible, in whole or in part, into shares of the Companys common stock at the option of BHP, at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the fifteen days prior to the conversion date.</font></p>" id="sjs-C19"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">In the Event of Default under the Note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. At any time after 31 days after the Closing Date, until the Note is no longer outstanding, the Note shall be convertible, in whole or in part, into shares of the Companys common stock at the option of BHP, at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the fifteen days prior to the conversion date.</font></p> | |||||||
Subsequent Event [Member] | BHP Capital NY, Inc. [Member] | Diligence fees [Member] | ||||||||
Common stock value | $ 26,625 | |||||||
Subsequent Event [Member] | Armada Investment Fund, LLC [Member] | ||||||||
Common stock, shares issued | 75,000 | |||||||
Subsequent Event [Member] | Armada Investment Fund, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||
Convertible promissory note issued | $ 52,000 | |||||||
Due date | Sep. 21, 2019 | |||||||
Interest bears rate | 8.00% | |||||||
Convertible note description | <font style="font: 10pt Times New Roman, Times, Serif">In the Event of Default under the Note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. At any time after 31 days after the Closing Date, until the Note is no longer outstanding, the Note shall be convertible, in whole or in part, into shares of the Companys common stock at the option of Armada, at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the fifteen days prior to the conversion date.</font></p>" id="sjs-C28"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">In the Event of Default under the Note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. At any time after 31 days after the Closing Date, until the Note is no longer outstanding, the Note shall be convertible, in whole or in part, into shares of the Companys common stock at the option of Armada, at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the fifteen days prior to the conversion date.</font></p> | |||||||
Subsequent Event [Member] | Armada Investment Fund, LLC [Member] | Diligence fees [Member] | ||||||||
Common stock value | $ 26,625 | |||||||
Subsequent Event [Member] | Geneva Roth Remark Holdings, Inc. [Member] | Securities Purchase Agreement [Member] | ||||||||
Convertible promissory note issued | $ 128,000 | |||||||
Due date | Sep. 17, 2019 | |||||||
Interest bears rate | 10.00% | |||||||
Convertible note description | <font style="font: 10pt Times New Roman, Times, Serif">In the Event of Default under the note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. Geneva shall have the right from time to time, and at any time during the period beginning on the date which is one hundred seventy (170) days following the date of the note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III of the Note), each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of the note into shares of the Companys common at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the ten days prior to the conversion date.</font></p>" id="sjs-D35"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">In the Event of Default under the note, additional interest will accrue from the Maturity Date or the date of the Event of Default at the rate equal to the lower of 24% per annum or the highest rate permitted by law. Geneva shall have the right from time to time, and at any time during the period beginning on the date which is one hundred seventy (170) days following the date of the note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III of the Note), each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding and unpaid principal amount of the note into shares of the Companys common at a conversion price equal to 70% multiplied by the average of the three lowest trading prices during the ten days prior to the conversion date.</font></p> | |||||||
Subsequent Event [Member] | Secure Hosting LLC [Member] | Asset Purchase Agreement [Member] | Series B Preferred Stock [Member] | ||||||||
Restricted shares issued | 38,018 | |||||||
Restricted shares value | $ 3,231,615 | |||||||
Subsequent Event [Member] | Steve Rubakh [Member] | Series B Preferred Stock [Member] | ||||||||
Preferred stock value | $ 417,000 |