Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Oct. 10, 2018 | Dec. 29, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | APPYEA, INC | ||
Entity Central Index Key | 1,568,969 | ||
Trading Symbol | apyp | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 1,240,477,060 | ||
Entity Public Float | $ 584,842 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 47,196 | $ 42,567 |
Total Current Assets | 47,196 | 42,567 |
Fixed assets, net of accumulated depreciation of $250,570 and $218,826 | 7,300 | 39,044 |
TOTAL ASSETS | 54,496 | 81,611 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 275,312 | 5,993 |
Accrued salary | 224,000 | 128,000 |
Convertible loans and accrued interest, net of unamortized discounts of $81,968 and $87,240, respectively | 290,823 | 174,904 |
Convertible loans and accrued interest - related party, net of unamortized discounts of $0 and $0, respectively | 8,977 | |
Due to related party | 88,087 | 73,608 |
Derivative liabilities | 1,016,865 | 114,316 |
Total Current Liabilities | 1,904,064 | 496,821 |
Total Liabilities | 1,904,064 | 496,821 |
Stockholders' Deficit: | ||
Convertible preferred stock, $0.0001 par value, 60,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2018 and 2017, respectively | 500 | 500 |
Common stock, $0.0001 par value, 6,000,000,000 shares authorized, 1,168,413,424 and 519,973,313 shares issued and outstanding at March 31, 2018 and June 30, 2017, respectively | 124,047 | 51,997 |
Additional paid-in capital | 4,740,277 | 4,210,156 |
Stock payable | 62,727 | 105,000 |
Accumulated deficit | (6,777,119) | (4,782,863) |
Total Stockholders' Deficit | (1,849,568) | (415,210) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 54,496 | $ 81,611 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation of fixed assets (in dollars) | $ 250,570 | $ 218,826 |
Convertible loans and accrued interest, unamortized discounts (in dollars) | 81,968 | 87,240 |
Convertible loans and accrued interest - related party, unamortized discounts (in dollars) | $ 0 | $ 0 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 60,000,000 | 5,000,000 |
Convertible preferred stock, shares issued | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 6,000,000,000 | 1,500,000,000 |
Common stock, shares issued | 1,240,477,060 | 519,973,313 |
Common stock, shares outstanding | 1,240,477,060 | 519,973,313 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues - related party | $ 2,900 | |
Total Revenue | 4,249 | $ 995 |
Operating Expenses | ||
Legal and professional fees | 418,044 | 365,103 |
General and administrative | 186,574 | 138,087 |
Depreciation | 31,744 | 43,600 |
Total Operating Expenses | 636,362 | 546,790 |
Loss from operations | (632,113) | (545,795) |
Other Expense | ||
Change in fair value of derivative liabilities | (912,590) | (108,478) |
Interest expense | (424,553) | (46,050) |
Loss on investment in equity method investee | (476) | |
Impairment of investment in equity method investee | (24,524) | |
Net Other Expense | (1,362,143) | (154,528) |
Net Loss | $ (1,994,256) | $ (700,323) |
Net Loss Per Common Share: Basic and Diluted (in dollars per share) | $ 0 | $ 0 |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted (in shares) | 988,229,338 | 470,400,985 |
Revenues | ||
Total Revenue | $ 1,349 | $ 995 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Convertible Preferred Stock | Common stock | Additional paid-in capital | Stock payable | Accumulated Deficit | Total |
Balance at Jun. 30, 2016 | $ 500 | $ 46,466 | $ 4,098,473 | $ (4,082,540) | $ 62,899 | |
Balance (shares) at Jun. 30, 2016 | 5,000,000 | 464,667,527 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock payable for service | 105,000 | 105,000 | ||||
Common stock issued for conversion of debt and resolution of derivative liabilities | $ 5,531 | 111,683 | 117,214 | |||
Common stock issued for conversion of debt and resolution of derivative liabilities (in shares) | 55,305,786 | |||||
Net loss for the period | (700,323) | (700,323) | ||||
Balance at Jun. 30, 2017 | $ 500 | $ 51,997 | 4,210,156 | 105,000 | (4,782,863) | (415,210) |
Balance (shares) at Jun. 30, 2017 | 5,000,000 | 519,973,313 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued exchanged for common stock payable | $ 3,000 | 54,473 | (57,273) | 200 | ||
Common stock issued exchanged for common stock payable (in shares) | 30,000,000 | |||||
Common stock issued for conversion of debt and resolution of derivative liabilities | $ 58,550 | 401,648 | 401,648 | |||
Common stock issued for conversion of debt and resolution of derivative liabilities (in shares) | 585,503,747 | |||||
Common stock issued for services | $ 300 | 14,000 | 15,000 | $ 32,000 | ||
Common stock issued for services (in shares) | 30,000,000 | 30,000,000 | ||||
Common stock issued for settlement agreement | $ 7,500 | 60,000 | $ 67,500 | |||
Common stock issued for settlement agreement (in shares) | 75,000,000 | |||||
Net loss for the period | (1,994,256) | (1,994,256) | ||||
Balance at Jun. 30, 2018 | $ 500 | $ 124,047 | $ 4,740,277 | $ 62,727 | $ (6,777,119) | $ (1,849,568) |
Balance (shares) at Jun. 30, 2018 | 5,000,000 | 1,240,477,060 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,994,256) | $ (700,323) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 31,744 | 43,600 |
Common stock issued for services | 32,000 | |
Common stock issued for settlement agreement | 67,500 | |
Common stock payable for services | 105,000 | |
Convertible note issued for services | 25,000 | |
Impairment of investment in equity method investee | 24,524 | |
Amortization of debt discounts | 329,219 | 27,760 |
Loss on investment in equity method investee | 476 | |
Penalty on convertible note | 15,000 | |
Change in fair value of derivative liabilities | 912,590 | 108,478 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 4,167 | |
Accounts payable and accrued liabilities | 269,319 | 1,350 |
Accrued salary | 96,000 | 96,000 |
Accrued interest | 80,334 | 18,290 |
Net Cash Used in Operating Activities | (135,550) | (270,678) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in equity method investee | (25,000) | |
Net cash used in Investing Activities | (25,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common stock for cash and common stock payable | 200 | |
Proceeds from convertible notes payable, net of original issue discounts | 142,167 | 225,000 |
Proceeds from convertible notes payable - related party, net of original issue discounts | 8,333 | |
Proceeds from loan to related party | 21,098 | 98,517 |
Repayment of loan to related party | (6,619) | (24,909) |
Net cash provided by Financing Activities | 165,179 | 298,608 |
Net cash decrease for period | 4,629 | 27,930 |
Cash at beginning of period | 42,567 | 14,637 |
Cash at end of period | 47,196 | 42,567 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Issuance of common stock for conversion of debt and accrued interest | 164,657 | 31,600 |
Resolution of derivative liability upon conversion of debt | 295,541 | 85,614 |
Derivative liability recognized as debt discount | $ 285,500 | $ 90,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS AppYea, Inc. ("AppYea", "the Company", "we" or "us") was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and a limited operating history. The Company incorporated a wholly-owned subsidiary, “AppYea Holdings, Inc.” in state of South Dakota on January 13, 2017 and "The Diagnostic Centers Inc." in State of South Dakota on August 2, 2017. Through its wholly owned subsidiary, The Diagnostic Centers, Inc., AppYea markets comprehensive diagnostic testing services to physician offices, clinics, hospitals, long term care facilities, healthcare groups, and other healthcare providers. The Company's common stock is traded on the OTC Markets (www.otcmarkets.com) under the symbol "APYP". The first day of trading on the OTC Markets was December 15, 2014. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company's year-end is June 30. Use of Estimates and Assumptions The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires that management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of AppYea and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Fixed Assets The Company's fixed assets represent mobile applications that is has purchased and upgrades that it has made to these applications. These mobile applications and any upgrades are being amortized over their useful lives of 3 years. The Company also purchased a pre-owned vehicle. Due to the age of the vehicle, it is being depreciated over the useful life of 3 years. Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended June 30, 2018 and 2017, no impairment losses have been identified. Stock-based Compensation ASC 718 "Compensation – Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Related Parties The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 11. Financial Instruments and Fair Value Measurements As defined in ASC 820” Fair Value Measurements,” fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The following table summarizes fair value measurements by level at June 30, 2018 and 2017, measured at fair value on a recurring basis: June 30, 2018 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 1,016,865 $ 1,016,865 June 30, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 114,316 $ 114,316 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Revenue Recognition The Company generates it revenue from the sale of its mobile software applications through online mobile applications stores and revenue form marketing services on behalf of the Cedar Creek labs Series Two LLC. Revenue is recognized in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition", when the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable, and collectability is probable. The Company has no remaining obligation to customers after the date on which its customers purchase its mobile software applications. Equity Method Investment The Company owns membership interests of 5% in Cedar Creek Labs Series Two LLC. The Company accounts for its interest in this entity using the equity method. The Company’s investment in this entity was $25,000 at June 30, 2018. Under the equity method of accounting, the Company records the investment at cost. The Company’s investment in the entity is increased by additional contributions to the entity as well as its proportionate share of earnings in the entity. Conversely, the Company’s investment is decreased by distributions made by the Company and by its proportionate share of losses. During the year ended June 30, 2018, the Company recognized loss on Investment in equity method investee of $476. The Company reviewed Cedar Creek Labs Series Two LLC financial condition at June 30, 2018 and concluded that there is a 100% impairment loss related to the Company’s investment, and recorded an impairment loss of $24,524, for the year ended June 30, 2018. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 "Income Taxes". Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At June 30, 2018 and 2017, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. During the year ended June 30, 2018 and 2017, there were shares of convertible preferred stock outstanding and conversion privileges attached to convertible promissory notes payable. The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the year ended June 30, 2018 and 2017. Recent Accounting Pronouncements In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In May 2014, the FASB issued some accounting standards update which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
GOING CONCERN AND LIQUIDITY
GOING CONCERN AND LIQUIDITY | 12 Months Ended |
Jun. 30, 2018 | |
Going Concern And Liquidity [Abstract] | |
GOING CONCERN AND LIQUIDITY | 3. GOING CONCERN AND LIQUIDITY At June 30, 2018, the Company had cash of $47,196 and current liabilities of $1,904,064 and had a working capital deficit of $1,856,868 and an accumulated deficit of $6,777,119. The Company anticipates future losses in its business. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. In our financial statements for the year ended June 30, 2018, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | 4. FIXED ASSETS As at June 30, 2018 and 2017, the balance of fixed assets represented a vehicle and mobile application software as follows: June 30, June 30, 2018 2017 Mobile applications $ 257,870 $ 257,870 Accumulated depreciation (250,570 ) (218,826 ) Fixed assets, net $ 7,300 $ 39,044 Depreciation expense for the year ended June 30, 2018 and 2017 was $31,744 and $43,600, respectively. |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | 5. CONVERTIBLE LOANS At June 30, 2018 and 2017, convertible loans consisted of the following: June 30, June 30, 2018 2017 March 2015 Note $ - $ - November 2016 Note -1 150,000 246,833 November 2016 Note -2 - 4,044 Convertible notes - Issued in fiscal year 2018 195,614 - Total convertible notes payable 345,614 250,877 Accrued interest 27,177 11,267 Less: Unamortized debt discount (81,968 ) (87,240 ) Total convertible notes 290,823 174,904 Less: current portion of convertible notes 290,823 174,904 Long-term convertible notes $ - $ - During the year ended June 30, 2018 and 2017, the Company recognized amortization of discount, included in interest expense, of $320,886 and $27,760, respectively. Conversion During the year ended June 30, 2018 and 2017, the Company converted notes with principal amounts and accrued interest of $164,657 into 585,503,747 shares of common stock and $31,600 into 55,305,786 shares of common stock, respectively. The corresponding derivative liability at the date of conversion of $295,541 and $85,614 was credited to additional paid in capital, respectively. March 2015 Note On March 13, 2015, the Company issued a $10,000 convertible promissory note payable. The unsecured convertible promissory note payable is due upon demand and carries an interest rate of 12% per annum. The note payable is convertible at the option of the holder, at 50% of the lowest traded price for the 60 days preceding conversion as posted on the OTC Markets or on such US National Exchange upon which the Company may be listed. Effective March 13, 2015, the Company evaluated the terms of the conversion features of the convertible debenture in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company valued the conversion feature at the issue date (March 13, 2015) at $14,552 using the Black Scholes valuation model. $10,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as a reduction (contra-liability) to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $4,552 of the value assigned to the derivative liability was expensed on the issue date of the convertible note. As of June 30, 2018, and 2017, the outstanding principal balance of the note was $0, the note had accrued interest of $454 and an unamortized debt discount of $0. November 2016 Note 1 On November 15, 2016, the Company entered into four separate agreements with Greentree Financial Group, Inc., consisting of a Financial Advisory Agreement, a Loan Agreement, a Convertible Promissory Note, and a Warrant. The Loan Agreement allows for the Company to borrow up to $250,000 from Greentree, which will be evidenced by various promissory notes, which will automatically mature 12 months from the date of applicable Note, will accrue interest at a rate of 12% per annum, and will include an original issuance discount (“OID”) of 10%. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. Note may not be converted prior to 6 months from its issuance. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted. An initial promissory note of $100,000 was issued on November 15, 2016. The warrant issued to Greentree allows for the purchase of up to 5,000,000 shares of the Company’s common stock for a three year period, expiring on November 15, 2019, with an exercise price of $0.03 per share. The warrants also contain a cashless exercise feature, based on a cashless exercise formula. The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note. On January 26, 2017 and June 30, 2017, the Company issued convertible note of $75,000 and $75,000 according to the loan agreement on November 15, 2016. Note is currently in default. During the year ended June 30, 2017, the Company issued a total of $250,000 notes and received $225,000 in cash and recognized OID of $25,000. During the year ended June 30, 2017, a total of $37,000 note principal was assigned to two lenders under the same term and conversion price. During the year ended June 30, 2018, a total of $19,000 note principal was assigned to two lenders under the same term and conversion price. November 2016 Note 2 On November 15, 2016, the Company also issued note of $25,000 for a financial advisory service, which will automatically mature 6 months from the date of applicable Note, will accrue interest at a rate of 12% per annum. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted. The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the note and warrants that became convertible for the year ended June 30, 2017 amounted to $331,959. $90,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $241,959 was recognized as a “day 1” derivative loss. During the year ended June 30, 2017, no note principal was assigned. During the year ended June 30, 2018, a total of $4,044 note principal was assigned to a lender under the same term and conversion price. Promissory Notes - Issued in fiscal year 2018 During the year ended June 30, 2018, the Company issued a total of $180,614 note with the following terms: · Terms ranging from 6 months to 12 months. · Annual interest rates of 5% - 12%. · Convertible at the option of the holders at issuance. · Conversion prices are typically based on the discounted (35% to 45% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain notes allow for the conversion price to be a floor of $0.0002 per share. · Certain note allows the principal amount will increase by $15,000 and the discount rate of conversion price will decrease by 15% if the conversion price is less than $$0.01. As a result, the discount rate of conversion price changed from 45% to 60% and the Company recognized the penalty of $15,000 and recorded principal amount of $15,000. Certain notes allow the Company to redeem the notes at rates ranging from 115% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the note includes original issue discounts and financing costs totaling to $38,447 and the Company received cash of $142,167. Certain convertible notes of $116,666 are currently in default. On June 25, 2018, the Company entered into and closed a financing transaction with Bellridge Capital L.P. consisting of a Securities Purchase Agreement, a Secured Convertible Promissory Note, and a Warrant. The Securities Purchase Agreement provides that Bellridge Capital L.P. would receive a Secured Convertible Promissory Note in an amount of $78,947 in exchange for a funding amount of $78,947, and as additional consideration would also receive a Warrant for the purchase of an additional 394,735,000 shares of common stock. The Convertible Promissory Note will accrue interest at a rate of 5% per annum, default interest at a rate of 24% per annum, and will be convertible at a price equal to the lesser of (i) $0.0002, and (ii) the variable conversion price, which is defined as 65% of the lowest daily VWAP in the twenty (20) Trading Days prior to the Conversion Date . The “market price” is defined as the lowest trading price for the common stock during the twenty-five trading day period ending on the last complete trading day prior to the conversion date. The “trading price” is defined as the lowest trade price on the OTC Pink, OTCQB or applicable trading market. Bellridge Capital L.P. shall not be able to convert the promissory notes in an amount that would result in the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the limitation may be waived by Bellridge Capital L.P. with 61 days prior notice. If, at any time when the note is issued and outstanding, the Company sells or issues shares of common stock for no consideration or for a consideration price per share less than the conversion price in effect on the date of such issuance, the conversion price for the note would be reduced to the amount of the consideration per share received by the Company for such dilutive issuance. If the Company prepays the note on or before 90 days following the date of the note, the Company shall be required to pay 115%, multiplied by the sum of the outstanding principal of the note, plus all accrued and unpaid interest and default interest if any. If the Company prepays the note during the period beginning 91 days and ending 180 days from the issue date of the note, the Company shall be required to pay 120% multiplied by the sum of the then outstanding principal amount of the note, plus accrued and unpaid interest and default interest, if any. If the Company prepays the note during the period beginning after 180 days from the issue date of the note, the Company shall be required to pay 125% multiplied by the sum of the then outstanding principal amount of the note, plus accrued and unpaid interest and default interest, if any. The warrant issued to Bellridge Capital L.P. allows for the purchase of up to 394,735,000 shares of the Company’s common stock for a three-year period with an exercise price of $0.0002 per share. The warrants also contain a cashless exercise feature, based on a cashless exercise formula. In connection with the Secured Promissory Note, the Company entered into a Security Agreement which grants the Debtor a security interest in all of the assets of the Company. Derivative liabilities The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note. The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the note and warrants that became convertible for the year ended June 30, 2018 amounted to $965,401. $277,167 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $688,234 was recognized as a “day 1” derivative loss. Warrants The Company identified conversion features embedded within certain notes and warrants issued during the year ended June 30, 2018. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the conversion price is variable and the Notes include a reset provision which could cause adjustments upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The warrants are exercisable into 42,500,000 and 394,735,000 shares of common stock, for a period of five and three years from issuance, at a price of $0.0005 and $0.0002 per share. As a result of the reset features for 42,500,000 warrant, the warrants increased by 150,681,818 and the total warrants exercisable into 193,181,818 shares of common stock at $0.00011 per share. The reset feature of warrants associated with this convertible note was effective at the time that a separate convertible note with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative. A summary of activity during the year ended June 30, 2018 and 2017 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, June 30, 2016 - $ - Granted 5,000,000 0.03 Exercised - - Forfeited/canceled - - Outstanding, June 30, 2017 5,000,000 $ 0.03 Granted 437,235,000 0.0002 Reset feature 150,681,818 0.0001 Exercised - - Forfeited/canceled - - Outstanding, June 30, 2018 592,916,818 $ 0.0004 The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2018: Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Shares Contractual life (in years) Exercise Price Shares Exercise Price 5,000,000 1.38 $ 0.03 5,000,000 $ 0.03 193,181,818 4.29 $ 0.0001 193,181,818 $ 0.0001 394,735,000 2.99 $ 0.0002 394,735,000 $ 0.0002 592,916,818 3.40 $ 0.0004 592,916,818 $ 0.0004 |
CONVERTIBLE LOANS - RELATED PAR
CONVERTIBLE LOANS - RELATED PARTY | 12 Months Ended |
Jun. 30, 2018 | |
Convertible Loans Related Party [Abstract] | |
CONVERTIBLE LOANS - RELATED PARTY | 6. CONVERTIBLE LOANS – RELATED PARTY At June 30, 2018 and 2017, convertible loan – related party consisted of the following: June 30, June 30, 2018 2017 Convertible notes - related party -Issued in fiscal year 2018 8,333 - Total convertible notes payable 8,333 - Accrued interest -related party 644 - Less: Unamortized debt discount - related party - - Total convertible notes 8,977 - Less: current portion of convertible notes - related party 8,977 - Long-term convertible notes $ - $ - During the year ended June 30, 2018 and 2017, the Company recognized amortization of discount, included in interest expense, of $8,333 and $0, respectively. Promissory Notes - Issued in fiscal year 2018 During the year ended June 30, 2018, the Company issued a total of $8,333 note with the following terms: · Terms of 6 months. · Annual interest rates of 8%. · Convertible at the option of the holders at issuance. · Conversion prices are typically based on the discounted (45% discount) average closing prices of the Company’s shares during 20 days prior to conversion. The Company received cash of $8,333. Note is currently in default. The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note. The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the nine months ended March 31, 2018 amounted to $9,371. $8,333 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,038 was recognized as a “day 1” derivative loss. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 7. DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the year ended June 30, 2018 and 2017, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year Ended Year Ended June 30, June 30, 2018 2017 Expected term 0.04 - 5.00 years 0.38 - 2.38 years Expected average volatility 147%-488% 235%-288% Expected dividend yield - - Risk-free interest rate 0.96%-2.73% 1.14%-1.38% The following table summarizes the changes in the derivative liabilities during the year ended June 30, 2018 and 2017: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - June 30, 2016 $ 1,452 Addition of new derivative recognized as debt discounts 90,000 Addition of new derivatives recognized as loss on derivatives 241,959 Settled on issuance of common stock (85,614 ) Gain on change in fair value of the derivative (133,481 ) Balance - June 30, 2017 $ 114,316 Addition of new derivatives recognized as debt discounts 285,500 Addition of new derivatives recognized as loss on derivatives 689,272 Settled on issuance of common stock (295,541 ) Loss on change in fair value of the derivative 223,318 Balance - June 30, 2018 $ 1,016,865 The aggregate loss on derivatives during the year ended June 30, 2018 and 2017 was $912,590 and $108,478, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Leases and Long term Contracts The Company has not entered into any long-term leases, contracts or commitments. Legal To the best of the Company's knowledge and belief, no legal proceedings are currently pending or threatened. During fiscal year 2017, the Company entered into discussions regarding a proposed merger with Decision Diagnostics Corporation (“DECN”) and entered into a Preliminary Agreement Leading to a Triangular Merger (“Merger Agreement”). The Company determined that the Merger Agreement was not in the best interest of its Shareholders and terminated the Merger Agreement. In order to resolve any potential disputes or claims, the Company entered into a Settlement Agreement and Release (“Settlement”). DECN shall forever release and discharge, any and all claims or demands, of any type or description, whether known or unknown, that have been asserted or could have been asserted against the Company and shall further forever release and discharge the Company, from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise) (collectively the “Claims”), arising by reason of any act, omission, transaction or occurrence which DECN ever had or now has against the Company existing on, after, or prior to the execution date of the Settlement Agreement. DECN further agrees to indemnify the Company to the fullest extent of the law with respect to any violation by DECN of the releases and discharges given hereunder. According to the Settlement, the Company issued 75,000,000 shares of common stock in October 2017. During the year ended June 30, 2018, the Company recorded settlement expense of $67,500. Agreements In December 2016, the Company entered into a contract agreement with M Endeavors, LLC for marketing the services to Doctors office, clinic and hospitals for the term of 5 years. The Agreements shall automatically renew for successive 12-month periods unless otherwise terminated in accordance with the terms of this Agreement. The Company pays a monthly fee of $8,000 and expenses related to this contract. As of June 30, 2018, and 2017, the Company recorded accrued expenses of $75,000 and $7,900, respectively. In December 2016, the Company entered into a contract agreement with Big Dreams ventures, LLC for marketing the services to Doctors office, clinic and hospitals for the term of 5 years. The Agreement shall automatically renew for successive 12-month periods unless otherwise terminated in accordance with the terms of this Agreement. The Company pays a monthly fee of $10,000 and expenses related to this contract. As of June 30, 2018, and 2017, the Company recorded accrued expenses of $--105,250 and $7,150, respectively. On October 2, 2017, the Company entered into an agreement with Pacific Pain & Regenerative Medicine. The Company pays $3,000 per month for a collector in exchange for a minimum of 5 PGX tests per week or 20 per month. As of June 30, 2018, and 2017, the Company recorded accrued expense of $21,000 and $0, respectively. On October 17, 2017, the Company entered into an agreement of the acquisition financing of up to $30,000,000 (“the “Placement’) with Wellington Shields $ Co. The Company shall pay (i) a success fee equal to 8% of the gross proceeds of the Placement, (ii) 3% of the total Company’s shares outstanding at the time of closing the placement, and (iii) pays $15,000 at the time of signing and $10,000 per month. This engagement agreement terminated at the close of business April 30, 2018. As of June 30, 2018, and 2017, the Company recorded accrued expense of $60,000 and $0, respectively. Rent As of January 30, 2013, the Company leases office space at $200 per month with three-month terms, which shall be automatically extended for successive three-month periods unless there is the notice to cancel. The lease can be cancelled at any time by either party with 30 days’ notice prior to expiration of an applicable term. For the years ended June 30, 2018 and 2017, the Company incurred $2,484 and $2,426, respectively. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | 10. SHAREHOLDERS' EQUITY Amendment to Articles of Incorporation or Bylaws On February 15, 2018, the Company filed a Certificate of Amendment with the state of South Dakota, to the Company’s Articles of Incorporation, to increase in the number of authorized shares of its common stock from 1,500,000,000 to 6,000,000,000, par value $0.0001 and to increase the number of authorized Series A Preferred Stock from 5,000,000 to 60,000,000, par value $0.0001. Convertible Preferred Stock The Company is authorized to issue 60,000,000 shares of convertible preferred stock at a par value of $0.0001. Each convertible preferred share is convertible into 1,500 shares of common stock and has the voting rights of 1,000 shares of common stock. As at June 30, 2018 and 2017, 5,000,000 shares of the Company's convertible preferred stock were issued and outstanding. Common Stock The Company is authorized to issue 6,000,000,000 shares of common stock at a par value of $0.0001. During the year ended June 30, 2018, the Company issued common shares as follows; · an aggregate of 585,503,747 common shares were issued for the conversion of debt and accrued interest of $164,657, and released derivative liabilities of $295,541 to paid-in capital · 30,000,000 common shares were issued for cash of $200 and reduction in common stock payable of $57,273 · 75,000,000 common shares were issued with a fair value of $67,500 according to the settlement (Note9). · 30,000,000 common shares were issued with a fair value of $17,000 for consulting services During the year ended June 30, 2017, an aggregate of 55,305,786 common shares were issued for the conversion of debt and accrued interest of $31,600 and released derivative liabilities of $85,614 to paid-in capital. As at June 30, 2018 and 2017, 1,240,477,060 and 519,973,313 shares of the Company's common stock were issued and outstanding, respectively. Stock payable The Company had insufficient authorized shares as of June 30, 2017 and as a result, the Company had $105,000 in stock payable for which it is obligated to issue 55,000,000 shares of common stock for consulting services. During the year ended June 30, 2018 the company issued 30,000,000 common shares for cash of $200 and reduced common stock payable by $57,273. As of June 30, 2018, the Company had $47,727 in stock payable for which it is obligated to issue 25,000,000 shares of common stock for consulting services. On November 13, 2017, the Company entered into a consulting agreement with a third party for the term of 5 years with a consideration of an issuance of 40,000,000 shares of common stock valued at $20,000. The share shall be issued in two tranches with first tranche of 10,000,000 shares being due at signing of this agreement and an additional 30,000,000 shares are due on the 3 months anniversary of this agreement. During the year ended June 30, 2018, the Company issued 10,000,000 shares with a fair value of $5,000. As of June 30, 2018, the Company had $15,000 in stock payable for which it is obligated to issue 30,000,000 shares of common stock for consulting services. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS In March 2016, the Company appointed current CEO and approved a base compensation package of $8,000 per month for CEO. The President of the Company provided management and office premises to the Company for no compensation in 2015. As of June 30, 2018, and 2017, the Company recorded accrued salary of $224,000 and $128,000, respectively. During the year ended June 30, 2018 and 2017, the Company borrowed a total amount of $21,098 and $98,517 from Evergreen Venture Partners LLC (“EVP”), which the CEO is the majority owner, and repaid $6,618 and $24,909, respectively. This loan is a non-interest bearing and due on demand. As of June 30, 2018 and 2017, the Company owed EVP, a related party $88,087 and $73,608, respectively. On November 15, 2017, the Company entered into a distribution agreement with Cedar Creek Labs Series Two LLC (“LLC”) for the term of 1 year. The agreement shall be automatically extended for successive 1 year unless there is the notice to terminate. The Company shall use best efforts to market the Products for the LLC and will receive compensation ranging from 15% to 40% of profit. The Company owns membership interests of 5% in LLC and the transactions between the Company and LLC which is an equity method investee are deemed to be between related parties. During the year ended June 30, 2018, the Company recorded revenue – related party of $2,900 and collected accounts receivable – related party of $2,900. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the year ended June 30, 2018. The Company’s financial statements for the year ended June 30, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. The provision for refundable federal income tax at 35% consists of the following for the periods ending: June 30, June 30, 2018 2017 Federal income tax benefit attributed to: Net operating loss $ 219,755 $ 160,587 Valuation (219,755 ) (160,587 ) Net benefit $ - $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: June 30, June 30, 2018 2017 Deferred tax attributed: Net operating loss carryover $ 556,689 $ 336,934 Effect of change in the statutory rate (222,676 ) - Less: change in valuation allowance (334,013 ) (336,934 ) Net deferred tax asset $ - $ - As at June 30, 2018, the Company had an unused net operating loss (“NOL”) carry-forward of approximating $1,590,540 that is available to offset future taxable income; the loss carry-forward will start to expire in 2033. The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code Section 382. Income taxes for the years ended 2012 through 2018, remain subject to examination. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company's year-end is June 30. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires that management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of AppYea and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. |
Fixed Assets | Fixed Assets The Company's fixed assets represent mobile applications that is has purchased and upgrades that it has made to these applications. These mobile applications and any upgrades are being amortized over their useful lives of 3 years. The Company also purchased a pre-owned vehicle. Due to the age of the vehicle, it is being depreciated over the useful life of 3 years. |
Long-Lived Assets | Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended June 30, 2018 and 2017, no impairment losses have been identified. |
Stock-based Compensation | Stock-based Compensation ASC 718 "Compensation – Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. |
Related Parties | Related Parties The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 11. |
Fair Value of Financial Instruments | Financial Instruments and Fair Value Measurements As defined in ASC 820” Fair Value Measurements,” fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The following table summarizes fair value measurements by level at June 30, 2018 and 2017, measured at fair value on a recurring basis: June 30, 2018 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 1,016,865 $ 1,016,865 June 30, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 114,316 $ 114,316 |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Revenue Recognition | Revenue Recognition The Company generates it revenue from the sale of its mobile software applications through online mobile applications stores and revenue form marketing services on behalf of the Cedar Creek labs Series Two LLC. Revenue is recognized in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition", when the following criteria are met: persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable, and collectability is probable. The Company has no remaining obligation to customers after the date on which its customers purchase its mobile software applications. |
Equity Method Investment | Equity Method Investment The Company owns membership interests of 5% in Cedar Creek Labs Series Two LLC. The Company accounts for its interest in this entity using the equity method. The Company’s investment in this entity was $25,000 at June 30, 2018. Under the equity method of accounting, the Company records the investment at cost. The Company’s investment in the entity is increased by additional contributions to the entity as well as its proportionate share of earnings in the entity. Conversely, the Company’s investment is decreased by distributions made by the Company and by its proportionate share of losses. During the year ended June 30, 2018, the Company recognized loss on Investment in equity method investee of $476. The Company reviewed Cedar Creek Labs Series Two LLC financial condition at June 30, 2018 and concluded that there is a 100% impairment loss related to the Company’s investment, and recorded an impairment loss of $24,524, for the year ended June 30, 2018. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 "Income Taxes". Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At June 30, 2018 and 2017, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. |
Basic and Diluted Net Income (Loss) per Share | Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. During the year ended June 30, 2018 and 2017, there were shares of convertible preferred stock outstanding and conversion privileges attached to convertible promissory notes payable. The common share equivalents of these securities have not been included in the calculations of loss per share because such inclusions would have an anti-dilutive effect as the Company has incurred losses during the year ended June 30, 2018 and 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In May 2014, the FASB issued some accounting standards update which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements of financial instruments on recurring basis | June 30, 2018 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 1,016,865 $ 1,016,865 June 30, 2017 Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative liabilities $ - $ - $ 114,316 $ 114,316 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | June 30, June 30, 2018 2017 Mobile applications $ 257,870 $ 257,870 Accumulated depreciation (250,570 ) (218,826 ) Fixed assets, net $ 7,300 $ 39,044 |
CONVERTIBLE LOANS (Tables)
CONVERTIBLE LOANS (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible loans | June 30, June 30, 2018 2017 March 2015 Note $ - $ - November 2016 Note -1 150,000 246,833 November 2016 Note -2 - 4,044 Convertible notes - Issued in fiscal year 2018 195,614 - Total convertible notes payable 345,614 250,877 Accrued interest 27,177 11,267 Less: Unamortized debt discount (81,968 ) (87,240 ) Total convertible notes 290,823 174,904 Less: current portion of convertible notes 290,823 174,904 Long-term convertible notes $ - $ - |
Schedule of warrants activity | Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, June 30, 2016 - $ - Granted 5,000,000 0.03 Exercised - - Forfeited/canceled - - Outstanding, June 30, 2017 5,000,000 $ 0.03 Granted 437,235,000 0.0002 Reset feature 150,681,818 0.0001 Exercised - - Forfeited/canceled - - Outstanding, June 30, 2018 592,916,818 $ 0.0004 |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Weighted Average Number of Weighted Average Shares Contractual life (in years) Exercise Price Shares Exercise Price 5,000,000 1.38 $ 0.03 5,000,000 $ 0.03 193,181,818 4.29 $ 0.0001 193,181,818 $ 0.0001 394,735,000 2.99 $ 0.0002 394,735,000 $ 0.0002 592,916,818 3.40 $ 0.0004 592,916,818 $ 0.0004 |
CONVERTIBLE LOANS - RELATED P_2
CONVERTIBLE LOANS - RELATED PARTY (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Convertible Loans Related Party [Abstract] | |
Schedule of convertible loan-related party | June 30, June 30, 2018 2017 Convertible notes - related party -Issued in fiscal year 2018 8,333 - Total convertible notes payable 8,333 - Accrued interest -related party 644 - Less: Unamortized debt discount - related party - - Total convertible notes 8,977 - Less: current portion of convertible notes - related party 8,977 - Long-term convertible notes $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of estimated fair values of the liabilities measured on a recurring basis | Year Ended Year Ended June 30, June 30, 2018 2017 Expected term 0.04 - 5.00 years 0.38 - 2.38 years Expected average volatility 147%-488% 235%-288% Expected dividend yield - - Risk-free interest rate 0.96%-2.73% 1.14%-1.38% |
Schedule of changes in the derivative liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - June 30, 2016 $ 1,452 Addition of new derivative recognized as debt discounts 90,000 Addition of new derivatives recognized as loss on derivatives 241,959 Settled on issuance of common stock (85,614 ) Gain on change in fair value of the derivative (133,481 ) Balance - June 30, 2017 $ 114,316 Addition of new derivatives recognized as debt discounts 285,500 Addition of new derivatives recognized as loss on derivatives 689,272 Settled on issuance of common stock (295,541 ) Loss on change in fair value of the derivative 223,318 Balance - June 30, 2018 $ 1,016,865 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for refundable federal income tax | June 30, June 30, 2018 2017 Federal income tax benefit attributed to: Net operating loss $ 219,755 $ 160,587 Valuation (219,755 ) (160,587 ) Net benefit $ - $ - |
Schedule of net deferred tax amount | June 30, June 30, 2018 2017 Deferred tax attributed: Net operating loss carryover $ 556,689 $ 336,934 Effect of change in the statutory rate (222,676 ) - Less: change in valuation allowance (334,013 ) (336,934 ) Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Assets | |||
Assets | $ 0 | ||
Liabilities | |||
Derivative liabilities | 1,016,865 | $ 114,316 | $ 1,452 |
Recurring basis | |||
Assets | |||
Assets | 0 | 0 | |
Liabilities | |||
Derivative liabilities | 1,016,865 | 114,316 | |
Recurring basis | Level 1 | |||
Assets | |||
Assets | 0 | 0 | |
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Recurring basis | Level 2 | |||
Assets | |||
Assets | 0 | 0 | |
Liabilities | |||
Derivative liabilities | 0 | 0 | |
Recurring basis | Level 3 | |||
Assets | |||
Assets | 0 | 0 | |
Liabilities | |||
Derivative liabilities | $ 1,016,865 | $ 114,316 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 25, 2018 | |
Significant Accounting Policies [Line Items] | ||
Equity method investment ownership percentage | 4.99% | |
Amount of investment in entity | $ 25,000 | |
Loss on investment in equity method investee | 476 | |
Impairment of investment in equity method investee | $ (24,524) | |
Cedar Creek Labs Series Two LLC | ||
Significant Accounting Policies [Line Items] | ||
Equity method investment ownership percentage | 5.00% | |
Amount of investment in entity | $ 25,000 | |
Percentage of impairment loss | 100.00% | |
Impairment of investment in equity method investee | $ (24,524) | |
Mobile applications | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets useful life | 3 years | |
Pre-owned vehicle | ||
Significant Accounting Policies [Line Items] | ||
Fixed assets useful life | 3 years |
GOING CONCERN AND LIQUIDITY (De
GOING CONCERN AND LIQUIDITY (Detail Textuals) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Going Concern And Liquidity [Abstract] | |||
Cash | $ 47,196 | $ 42,567 | $ 14,637 |
Current liabilities | 1,904,064 | 496,821 | |
Working capital deficit | 1,856,868 | ||
Accumulated deficit | $ (6,777,119) | $ (4,782,863) |
FIXED ASSETS - Fixed assets bal
FIXED ASSETS - Fixed assets balance of mobile application software (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Property, Plant and Equipment [Abstract] | ||
Mobile applications | $ 257,870 | $ 257,870 |
Accumulated depreciation | (250,570) | (218,826) |
Fixed assets, net | $ 7,300 | $ 39,044 |
FIXED ASSETS (Detail Textuals)
FIXED ASSETS (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 31,744 | $ 43,600 |
CONVERTIBLE LOANS (Details)
CONVERTIBLE LOANS (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Short-term Debt [Line Items] | ||
Note payable | $ 345,614 | $ 250,877 |
Accrued interest | 27,177 | 11,267 |
Less: Unamortized debt discount | (81,968) | (87,240) |
Total convertible notes | 290,823 | 174,904 |
Less: current portion of convertible notes | 290,823 | 174,904 |
Long-term convertible notes | 0 | 0 |
Convertible promissory note payable | March 2015 Note | ||
Short-term Debt [Line Items] | ||
Note payable | 0 | 0 |
Accrued interest | 454 | 454 |
Convertible promissory note payable | November 2016 Note -1 | ||
Short-term Debt [Line Items] | ||
Note payable | 150,000 | 246,833 |
Less: current portion of convertible notes | 25,000 | |
Convertible promissory note payable | November 2016 Note -2 | ||
Short-term Debt [Line Items] | ||
Note payable | 0 | 4,044 |
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018 | ||
Short-term Debt [Line Items] | ||
Note payable | $ 195,614 | $ 0 |
CONVERTIBLE LOANS (Details 1)
CONVERTIBLE LOANS (Details 1) - $ / shares | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Warrants Outstanding, Shares | ||
Outstanding | 5,000,000 | 0 |
Granted | 437,235,000 | 5,000,000 |
Reset feature | 150,681,818 | |
Exercised | 0 | 0 |
Forfeited/canceled | 0 | 0 |
Outstanding | 592,916,818 | 5,000,000 |
Warrants Outstanding, Weighted Average Exercise Price | ||
Outstanding, June 30, 2017 | $ 0.03 | $ 0 |
Granted | 0.0002 | 0.03 |
Reset feature | 0.0001 | |
Exercised | 0 | 0 |
Forfeited/canceled | 0 | 0 |
Outstanding | $ 0.0004 | $ 0.03 |
CONVERTIBLE LOANS (Details 2)
CONVERTIBLE LOANS (Details 2) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding, Number of Shares | 592,916,818 | 5,000,000 | 0 |
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 3 years 4 months 24 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.0004 | $ 0.03 | $ 0 |
Warrants Exercisable, Number of Shares | 592,916,818 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.0004 | ||
Warrant One | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding, Number of Shares | 500,000 | ||
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 1 year 4 months 17 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.03 | ||
Warrants Exercisable, Number of Shares | 5,000,000 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.03 | ||
Warrant Two | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding, Number of Shares | 193,181,818 | ||
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 4 years 3 months 15 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.0001 | ||
Warrants Exercisable, Number of Shares | 193,181,818 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.0001 | ||
Warrant Three | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding, Number of Shares | 394,735,000 | ||
Warrants Outstanding, Weighted Average Remaining Contractual life (in years) | 2 years 11 months 27 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.0002 | ||
Warrants Exercisable, Number of Shares | 394,735,000 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.0002 |
CONVERTIBLE LOANS (Detail Textu
CONVERTIBLE LOANS (Detail Textuals) | Mar. 13, 2015USD ($)Day | Jun. 25, 2018USD ($)Day$ / shares | Nov. 15, 2016USD ($)DayMonthAgreement$ / sharesshares | Jun. 30, 2018USD ($)Lender$ / sharesshares | Jun. 30, 2017USD ($)Lender$ / sharesshares | Jan. 26, 2017USD ($) | Jun. 30, 2016$ / shares |
Short-term Debt [Line Items] | |||||||
Amortization of discount, included in interest expense | $ 320,886 | $ 27,760 | |||||
Convertible promissory note payable, issued | $ 78,947 | 19,000 | 37,000 | ||||
Interest rate | 5.00% | ||||||
Number of trading days for lowest traded price | Day | 20 | ||||||
Value of lowest conversion price | $ / shares | $ 0.0002 | ||||||
Convertible note issued for services | 25,000 | ||||||
Derivative liabilities credited to additional paid in capital | 295,541 | 85,614 | |||||
Interest expense | 424,553 | 46,050 | |||||
Amortization of debt discounts | 329,219 | 27,760 | |||||
Outstanding principle balance of debt | 290,823 | 174,904 | |||||
Accrued interest | 27,177 | 11,267 | |||||
Convertible loans and accrued interest, unamortized discounts (in dollars) | 81,968 | 87,240 | |||||
Amount of principal amounts and accrued interest | 164,657 | 31,600 | |||||
Derivative liability recognized as debt discount | 285,500 | 90,000 | |||||
Derivative loss | $ 688,234 | $ 241,959 | |||||
Number of notes converted into common stock | shares | 585,503,747 | 55,305,786 | |||||
Amount of derivative liability credited to additional paid in capital | $ (295,541) | $ (85,614) | |||||
Number of lender | Lender | 2 | 2 | |||||
Change in fair value of derivative liabilities | $ (912,590) | $ (108,478) | |||||
Total convertible notes payable | $ 290,823 | 174,904 | |||||
Terms of range | 6 months | ||||||
Fair value of derivative liability | $ 965,401 | ||||||
Proceeds from convertible notes payable, net of original issue discounts | $ 142,167 | $ 225,000 | |||||
Warrant or right exercisable of common stock Shares | shares | 42,500,000 | ||||||
Warrant or right Exercisable price per share | $ / shares | $ 0.00011 | ||||||
Exercise price of warrants | $ / shares | $ 0.0004 | $ 0.03 | $ 0 | ||||
Number of increased in reset features warrants | shares | 150,681,818 | ||||||
Warrants exercisable common stock per share | $ / shares | $ 0.0001 | ||||||
Note payable | $ 345,614 | $ 250,877 | |||||
Warrants Exercisable, Number of Shares | shares | 592,916,818 | ||||||
Amount of convertible notes default | $ 116,666 | ||||||
Warrant Two | |||||||
Short-term Debt [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 0.0001 | ||||||
Warrants Exercisable, Number of Shares | shares | 193,181,818 | ||||||
Convertible promissory note payable | Minimum | |||||||
Short-term Debt [Line Items] | |||||||
Terms of range | 6 months | ||||||
Percentage of debt instrument redemption | 115.00% | ||||||
Convertible promissory note payable | Maximum | |||||||
Short-term Debt [Line Items] | |||||||
Terms of range | 12 months | ||||||
Percentage of debt instrument redemption | 150.00% | ||||||
Convertible promissory note payable | March 2015 Note | |||||||
Short-term Debt [Line Items] | |||||||
Convertible promissory note payable, issued | $ 10,000 | ||||||
Debt discount on convertible debenture | $ 10,000 | ||||||
Interest rate | 12.00% | ||||||
Discount percentage of lowest traded price | 50.00% | ||||||
Number of trading days for lowest traded price | Day | 60 | ||||||
Conversion features, value | $ 14,552 | ||||||
Derivative liabilities credited to additional paid in capital | $ 4,552 | ||||||
Accrued interest | $ 454 | 454 | |||||
Note payable | 0 | 0 | |||||
Convertible promissory note payable | November 2016 Note -1 | |||||||
Short-term Debt [Line Items] | |||||||
Convertible promissory note payable, issued | 75,000 | $ 75,000 | |||||
Notes Issued | 250,000 | ||||||
Cash | 225,000 | ||||||
Outstanding principle balance of debt | 25,000 | ||||||
Note payable | 150,000 | 246,833 | |||||
Convertible promissory note payable | November 2016 Note -1 | Greentree Financial Group, Inc | |||||||
Short-term Debt [Line Items] | |||||||
Convertible promissory note payable, issued | $ 250,000 | ||||||
Interest rate | 12.00% | ||||||
Discount percentage of lowest traded price | 55.00% | ||||||
Value of lowest conversion price | $ / shares | $ 0.0001 | ||||||
Note convertible, threshold consecutive period | Month | 6 | ||||||
Conversion features, value | $ 1,500 | ||||||
Percentage of issuance discount on note | 10.00% | ||||||
Percentage of prepayment penalty with each promissory note conversion | 10.00% | ||||||
Notes Issued | $ 100,000 | ||||||
Number of common stock called by warrants | shares | 5,000,000 | ||||||
Number of agreement | Agreement | 4 | ||||||
Exercise price of warrants | $ / shares | $ 0.03 | ||||||
Convertible promissory note payable | November 2016 Note -2 | |||||||
Short-term Debt [Line Items] | |||||||
Convertible promissory note payable, issued | $ 25,000 | 4,044 | |||||
Interest rate | 12.00% | ||||||
Discount percentage of lowest traded price | 55.00% | ||||||
Number of trading days for lowest traded price | Day | 10 | ||||||
Value of lowest conversion price | $ / shares | $ 0.0001 | ||||||
Note convertible, threshold consecutive period | Month | 6 | ||||||
Conversion features, value | $ 1,500 | ||||||
Percentage of prepayment penalty with each promissory note conversion | 10.00% | ||||||
Fair value of derivative liability | 331,959 | ||||||
Note payable | 0 | 4,044 | |||||
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018 | |||||||
Short-term Debt [Line Items] | |||||||
Convertible promissory note payable, issued | $ 180,614 | ||||||
Value of lowest conversion price | $ / shares | $ 0.0002 | ||||||
Debt conversion of debt discount | 45.00% | ||||||
Note payable | $ 195,614 | $ 0 | |||||
Discount rate of conversion price if less than $0.01 | 15.00% | ||||||
Principal amount | $ 15,000 | ||||||
Penalty amount | $ 15,000 | ||||||
Discount rate of conversion | 60.00% | ||||||
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018 | Minimum | |||||||
Short-term Debt [Line Items] | |||||||
Interest rate | 5.00% | ||||||
Terms of range | 6 months | ||||||
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018 | Maximum | |||||||
Short-term Debt [Line Items] | |||||||
Interest rate | 12.00% | ||||||
Terms of range | 12 months |
CONVERTIBLE LOANS (Detail Tex_2
CONVERTIBLE LOANS (Detail Textuals 1) | 1 Months Ended | 12 Months Ended | ||
Jun. 25, 2018USD ($)Day$ / sharesshares | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016$ / shares | |
Short-term Debt [Line Items] | ||||
Additional shares of common stock | shares | 394,735,000 | |||
Principal amount of promissory Note | $ 78,947 | $ 19,000 | $ 37,000 | |
Interest rate | 5.00% | |||
Default interest rate | $ 24 | |||
Conversion price | $ / shares | $ 0.0002 | |||
Number of trading days for lowest traded price | Day | 20 | |||
Equity method investment ownership percentage | 4.99% | |||
Exercise price of warrants | $ / shares | $ 0.0004 | $ 0.03 | $ 0 | |
Fair value of derivative liability | $ 965,401 | |||
Derivative liability recognized as debt discount | 285,500 | $ 90,000 | ||
Derivative loss | $ 688,234 | $ 241,959 | ||
Bellridge Capital L.P | Warrant | ||||
Short-term Debt [Line Items] | ||||
Additional shares of common stock | shares | 394,735,000 | |||
Description of notice for agreement | If the Company prepays the note during the period beginning 91 days and ending 180 days from the issue date of the note, the Company shall be required to pay 120% multiplied by the sum of the then outstanding principal amount of the note, plus accrued and unpaid interest and default interest, if any. If the Company prepays the note during the period beginning after 180 days from the issue date of the note | |||
Term of warrant | 3 years | |||
Exercise price of warrants | $ / shares | $ 0.0002 |
CONVERTIBLE LOANS (Detail Tex_3
CONVERTIBLE LOANS (Detail Textuals 2) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Short-term Debt [Line Items] | |||
Warrant or right exercisable of common stock Shares | 42,500,000 | ||
Term of warrant | 5 years | ||
Warrant or right Exercisable price per share | $ 0.00011 | ||
Number of increased in reset features warrants | 150,681,818 | ||
Exercise price of warrants | $ 0.0004 | $ 0.03 | $ 0 |
Warrant Three | |||
Short-term Debt [Line Items] | |||
Warrant or right exercisable of common stock Shares | 394,735,000 | ||
Term of warrant | 3 years | ||
Total number of warrants exercisable | 193,181,818 | ||
Exercise price of warrants | $ 0.0002 |
CONVERTIBLE LOANS - RELATED P_3
CONVERTIBLE LOANS - RELATED PARTY (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Convertible Loans Related Party [Abstract] | ||
Convertible notes - related party -Issued in fiscal year 2018 | $ 8,333 | $ 0 |
Total convertible notes payable | 8,333 | 0 |
Accrued interest -related party | 644 | 0 |
Less: Unamortized debt discount - related party | 0 | 0 |
Total convertible notes | 8,977 | 0 |
Less: current portion of convertible notes - related party | 8,977 | |
Long-term convertible notes | $ 0 | $ 0 |
CONVERTIBLE LOANS - RELATED P_4
CONVERTIBLE LOANS - RELATED PARTY (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Short-term Debt [Line Items] | ||
Amortization of debt discounts | $ 329,219 | $ 27,760 |
Proceeds from issuance of promissory notes | $ 8,333 | |
Term of promissory notes | 6 months | |
Annual interest rate | 8.00% | |
Discounted conversion rate on average closing price | 45.00% | |
Fair value of derivative liability | $ 965,401 | |
Derivative liability recognized as debt discount to notes | 8,333 | |
Derivative loss | 688,234 | 241,959 |
CONVERTIBLE LOANS - RELATED PARTY | ||
Short-term Debt [Line Items] | ||
Amortization of debt discounts | $ 8,333 | $ 0 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 4 months 17 days | |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 2 years 4 months 17 days | |
Expected term | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 15 days | 4 months 17 days |
Expected term | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 5 years | 2 years 4 months 17 days |
Expected average volatility | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 147 | 235 |
Expected average volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 488 | 288 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Risk-free interest rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.96 | 1.14 |
Risk-free interest rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.73 | 1.38 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Liabilities Roll Forward | ||
Balance | $ 114,316 | $ 1,452 |
Addition of new derivatives recognized as debt discounts | 285,500 | 90,000 |
Addition of new derivatives recognized as loss on derivatives | 689,272 | 241,959 |
Settled on issuance of common stock | (295,541) | (85,614) |
Gain (loss) on change in fair value of the derivative | 223,318 | 133,481 |
Balance | $ 1,016,865 | $ 114,316 |
DERIVATIVE LIABILITIES (Detail
DERIVATIVE LIABILITIES (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Aggregate loss on derivatives | $ (912,590) | $ (108,478) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Oct. 17, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | |
Commitments And Contingencies [Line Items] | |||||
Common stock issued for services (in shares) | 75,000,000 | 30,000,000 | |||
Settlement expense | $ 67,500 | ||||
Accrued expenses | 2,484 | $ 2,426 | |||
Lease and rental expense | $ 200 | ||||
Leases, term of contract | 3 months | ||||
Accrued expenses | $ 60,000 | 0 | |||
Description of acquisition financing | three-month periods unless there is the notice to cancel. The lease can be cancelled at any time by either party with 30 days' notice prior to expiration of an applicable term. | ||||
Contract agreement | M Endeavors, Llc | |||||
Commitments And Contingencies [Line Items] | |||||
Term of agreement for marketing services to Doctors office, clinic and hospitals | 5 years | ||||
Additional term of agreement on renovation | 12 months | ||||
Monthly fee and expenses paid | $ 8,000 | ||||
Accrued expenses | $ 75,000 | 7,900 | |||
Contract agreement | Big Dreams Ventures, Llc | |||||
Commitments And Contingencies [Line Items] | |||||
Term of agreement for marketing services to Doctors office, clinic and hospitals | 5 years | ||||
Additional term of agreement on renovation | 12 months | ||||
Monthly fee and expenses paid | $ 10,000 | ||||
Accrued expenses | 105,250 | 7,150 | |||
Contract agreement | Pacific Pain & Regenerative Medicine | |||||
Commitments And Contingencies [Line Items] | |||||
Monthly fee and expenses paid | $ 3,000 | ||||
Number of PGX tests collected per week | 5 | ||||
Number of PGX tests collected per month | $ 20 | ||||
Accrued expenses | $ 21,000 | $ 0 | |||
Contract agreement | Wellington Shields $ Co | |||||
Commitments And Contingencies [Line Items] | |||||
Acquisition financing cost | $ 30,000,000 | ||||
Description of acquisition financing | (i) a success fee equal to 8% of the gross proceeds of the Placement, (ii) 3% of the total Company's shares outstanding at the time of closing the placement, and (iii) pays $15,000 at the time of signing and $10,000 per month. |
SHAREHOLDERS' EQUITY (Detail Te
SHAREHOLDERS' EQUITY (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Shareholders Equity [Line Items] | |||
Common stock, shares authorized | 6,000,000,000 | 1,500,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, shares authorized | 60,000,000 | 5,000,000 | |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, number of shares issued on conversion | 1,500 | ||
Convertible preferred stock, voting rights | voting rights of 1,000 shares of common stock | ||
Convertible preferred stock, shares issued | 5,000,000 | 5,000,000 | |
Convertible preferred stock, shares outstanding | 5,000,000 | 5,000,000 | |
Number of common shares issued for conversion of debt and accrued interest | 585,503,747 | 55,305,786 | |
Amount of common shares issued for conversion of debt and accrued interest | $ 164,657 | $ 31,600 | |
Released derivative liabilities to paid-in capital | $ 295,541 | $ 85,614 | |
Common stock, shares issued for cash | 30,000,000 | ||
Amount of common stock issued for cash | $ 200 | ||
Stock issued period for common stock payable | 57,273 | ||
Settlement expense | $ 67,500 | ||
Number of common stock issued for services | 75,000,000 | 30,000,000 | |
Amount of common stock issued for services | $ 67,500 | $ 32,000 | |
Common stock, shares issued | 1,240,477,060 | 519,973,313 | |
Common stock, shares outstanding | 1,240,477,060 | 519,973,313 | |
Number of shares payable for service | 25,000,000 | 55,000,000 | |
Amount of Stock payable, common shares | $ 47,727 | $ 105,000 | |
Stock payable for service | $ 105,000 | ||
Due on signing of agreement | |||
Shareholders Equity [Line Items] | |||
Number of common stock issued for services | 10,000,000 | 10,000,000 | |
Amount of common stock issued for services | $ 5,000 | ||
3 months anniversary of agreement | |||
Shareholders Equity [Line Items] | |||
Number of common stock issued for services | 30,000,000 | ||
Consulting agreement | |||
Shareholders Equity [Line Items] | |||
Number of common stock issued for services | 40,000,000 | ||
Amount of common stock issued for services | $ 20,000 | ||
Amount of Stock payable, common shares | $ 15,000 | ||
Stock payable, common shares (in shares) | 30,000,000 | ||
Initial term of Management Services Agreement | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) | 1 Months Ended | 12 Months Ended | |||
Nov. 15, 2017Agreement | Mar. 31, 2016USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 25, 2018 | |
Related Party Transaction [Line Items] | |||||
Accrued salaries | $ 224,000 | $ 128,000 | |||
Proceeds from loan to Evergreen Venture Partners LLC ("EVP") | 21,098 | 98,517 | |||
Repayments to Evergreen Venture Partners LLC ("EVP") | 6,619 | 24,909 | |||
Amount owed to Evergreen Venture Partners LLC ("EVP") | 88,087 | $ 73,608 | |||
Accounts receivable - related party | 2,900 | ||||
Revenues - related party | $ 2,900 | ||||
Company owns membership interests | 4.99% | ||||
Cedar Creek Labs Series Two LLC | |||||
Related Party Transaction [Line Items] | |||||
Company owns membership interests | 5.00% | ||||
Distribution agreement | Cedar Creek Labs Series Two LLC | |||||
Related Party Transaction [Line Items] | |||||
Company owns membership interests | 5.00% | ||||
Term of agreement for marketing services to Doctors office, clinic and hospitals | 1 year | ||||
Extended term of agreement | Agreement | 1 | ||||
Distribution agreement | Cedar Creek Labs Series Two LLC | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of profit received as compensation | 40.00% | ||||
Distribution agreement | Cedar Creek Labs Series Two LLC | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of profit received as compensation | 15.00% | ||||
CEO | |||||
Related Party Transaction [Line Items] | |||||
Base compensation package per month | $ 8,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Federal income tax benefit attributed to: | ||
Net operating loss | $ 219,755 | $ 160,587 |
Valuation | (219,755) | (160,587) |
Net benefit | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax attributed: | ||
Net operating loss carryover | $ 556,689 | $ 336,934 |
Effect of change in the statutory rate | (222,676) | 0 |
Less: change in valuation allowance | (334,013) | (336,934) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Income Tax Disclosure [Line Items] | |
Federal income tax | 35.00% |
Net operating loss carry forward | $ 1,590,540 |
Earliest | |
Income Tax Disclosure [Line Items] | |
Corporate tax rate | 35.00% |
Latest | |
Income Tax Disclosure [Line Items] | |
Corporate tax rate | 21.00% |