Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | May 08, 2019 | Dec. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | LEGACY VENTURES INTERNATIONAL INC. | ||
Entity Central Index Key | 0001616788 | ||
Trading Symbol | LGYV | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY | ||
Is Entity a Shell Company? | false | ||
Entity Small Business | true | ||
Is Entity an Emerging Growth Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 500 | ||
Entity Common Stock, Shares Outstanding | 315,064 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | |
CURRENT ASSETS | |||
Cash | $ 30 | $ 89 | |
TOTAL ASSETS | 30 | 89 | |
Current liabilities | |||
Accounts payable and accrued liabilities | 48,822 | 16,541 | |
Convertible note | 52,425 | [1] | |
Interest payable | 17,609 | [1] | |
Advances from third parties | 22,925 | [2] | |
TOTAL LIABILITIES | 141,781 | 16,541 | |
STOCKHOLDERS' DEFICIENCY | |||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no share issued and outstanding as at June 30, 2018 and 2017 | [3] | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 315,064 common shares issued and outstanding as at JJune 30, 2018 and 2017 | 32 | [3] | 32 |
Additional paid-in-capital | 6,394,771 | [1] | 5,894,772 |
Accumulated deficit | (6,536,554) | (5,911,256) | |
Total stockholders' deficiency | (141,751) | (16,452) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 30 | $ 89 | |
[1] | Note 5 | ||
[2] | Note 6 | ||
[3] | Note 8 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 315,064 | 315,064 |
Common stock, shares outstanding | 315,064 | 29,527 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Income Statement [Abstract] | |||
Revenues | $ 74,042 | ||
Cost of sales | 50,665 | ||
Gross profit | 23,377 | ||
OPERATING EXPENSES | |||
Professional fees | 29,581 | 41,644 | |
Management fees | 2,119,194 | ||
Other general and administration | 5,624 | 534 | |
Loss from operations | (35,205) | (2,137,995) | |
OTHER (EXPENSES) INCOME | |||
Write-off of promissory note and interest receivable | 511,617 | ||
Net gain due to loss of control in subsidiary | (84,021) | ||
Interest income - Promissory note | 11,617 | [1] | |
Interest expense - Convertible note | (17,609) | [1] | |
Accretion expense - convertible note | (52,424) | ||
Forgiveness of loan | 22,987 | ||
Bank charges and other | (20,060) | (933) | |
Total other income (expenses) | (590,093) | 106,075 | |
Loss before taxes | (605,298) | (2,031,920) | |
Income tax expense | |||
Net loss and comprehensive loss | $ (625,298) | $ (2,031,920) | |
Net loss per share - basic and diluted | $ (1.98) | [2] | $ (22.63) |
Weighted average number of common shares outstanding - basic and diluted | 315,064 | 89,779 | |
[1] | Note 5 | ||
[2] | Note 4 |
Statement Of Stockholders' Defi
Statement Of Stockholders' Deficiency - USD ($) | 12 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | ||||
Common Stock [Member] | ||||||
Beginning balance | [1] | $ 32 | $ 3 | $ 3 | ||
Beginning balance, shares | 315,064 | 29,527 | 29,527 | |||
Issuance of shares for Services | [1] | $ 29 | ||||
Issuance of shares for Services, shares | [1] | 285,537 | ||||
Ending balance | $ 32 | $ 32 | [1] | $ 3 | [1] | |
Ending balance, shares | 315,064 | 315,064 | 29,527 | |||
Additional Paid-in Capital [Member] | ||||||
Beginning balance | $ 5,894,772 | $ 3,769,431 | $ 3,769,431 | |||
Issuance of shares for Services | 2,105,341 | |||||
Issuance of notes payable | 20,000 | |||||
Transferred to statement of operations due to loss of control | $ 499,999 | |||||
Ending balance | 5,894,772 | 3,769,431 | ||||
Ending balance, shares | 6,394,771 | |||||
Accumulated Deficit [Member] | ||||||
Beginning balance | $ (5,911,256) | (3,879,336) | (3,879,336) | |||
Issuance of shares for Services | ||||||
Net Loss | $ (625,298) | (2,031,920) | ||||
Ending balance | (5,911,256) | (3,879,336) | ||||
Ending balance, shares | (6,536,554) | |||||
Accumulated Other Comprehensive Loss [Member] | ||||||
Beginning balance | 22,867 | 22,867 | ||||
Issuance of shares for Services | ||||||
Transferred to statement of operations due to loss of control | (22,867) | |||||
Ending balance | 22,867 | |||||
Beginning balance | $ (16,452) | (87,035) | (87,035) | |||
Issuance of shares for Services | 2,105,370 | 2,105,370 | ||||
Issuance of notes payable | 20,000 | |||||
Transferred to statement of operations due to loss of control | 499,999 | (22,867) | ||||
Net Loss | (625,298) | (2,031,920) | ||||
Ending balance | $ (141,751) | $ (16,452) | $ (87,035) | |||
Ending balance, shares | (141,751) | |||||
[1] | Number of shares have been adjusted retroactively for the reverse split as explained in Note 10 to the financial statements. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash used in operating activities | ||
Net loss | $ (625,298) | $ (2,031,920) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Write-off of promissory note and interest receivable | 511,617 | |
Net gain due to loss of control in subsidiary | (84,021) | |
Issuance of shares for services | 2,105,370 | |
Forgiveness of loan | (22,987) | |
Accretion expense - Debt discount on convertible promissory note | 52,424 | |
Changes in non-cash operating assets and liabilities | ||
Interest receivable - Promissory note | (11,617) | |
Interest payable - Convertible note | 17,609 | |
Accounts payable and accrued liabilities | 32,281 | (407) |
Net cash used in operating activities | (22,984) | (33,965) |
Cash flow from investing activity | ||
Promissory note receivable | (500,000) | |
Net cash used in investing activity | (500,000) | |
Cash flow from financing activities | ||
Proceeds from convertible note | 500,000 | |
Proceeds from third party advances | 22,925 | |
Due to stockholders | 31,061 | |
Net cash provided by financing activities | 522,925 | 31,061 |
Decrease in cash | (59) | (2,904) |
Cash, beginning of the year | 89 | 2,993 |
Cash, end of the year | 30 | 89 |
Cash payments for Interest | ||
Cash payments for Income taxes |
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 Legacy Ventures International, Inc. (“Legacy” or the “Company”), was incorporated on March 4, 2014 under the laws of the State of Nevada. Since September 15, 2015, the Company operated through a wholly-owned subsidiary RM Fresh Brands Inc. (“RM Fresh”), who services food and beverage retailers and distributors who are looking for innovative, trend-setting products across North America and in international markets. With a focus on sustainable, category changing consumables, RM Fresh acquired the rights to distribute an extensive portfolio of highly desirable brands, including Boxed Water, Cleansify, Uncle Si’s Iced Tea, Chef 5-Minute Meals, Gurkha Cigars, Shimla Foods, Aloe Gloe and Arriba Horchata. Through a network of sub-distribution partners across Canada, RM Fresh provides national product distribution and brokerage services. RM Fresh has an emerging focus on the United States and Middle East through the establishment of sub-distribution partners. On August 31, 2016, in order to fund the ongoing operation and further development of RM, the Company consented to new third party investments into RM in the approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM. As result of these new investments into RM, the Company's ownership percentage of the RM Fresh was reduced to twenty percent (20%). In addition, the Company entered into a new Shareholder Agreement with RM, under which the shares in RM owned by the Company are subject to certain restrictions on transfer until such time as we declare a shareholder dividend of our RM shares following a going public transaction by RM, or in the alternative, for one (1) year after RM completes a going public transaction. Further, the Company disposed of an inter-company liability owed to us by RM in the amount of CDN$166,962. The liability was documented under a Demand Promissory Note issued to us by RM. The Company then assigned the note to an investor in RM in exchange for $3,000. Finally, the Company entered into a mutual Release agreement with RM. Under the Release, the Company released and discharged all liabilities owed to the Company by RM (with the exception of the Demand Promissory Note). RM in turn released the Company of all liabilities owing to RM and released the Company all ongoing contractual and financial responsibilities to RM, including the Company's contractual obligation to further fund management fees or other expenses to be incurred by RM. The carrying value of the investment in RM Fresh was previously written down to $nil. On June 28, 2017, Randall Letcavage entered into a stock purchase agreement for the acquisition of an aggregate of 286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and outstanding shares of Common Stock of the Company as of such date, from Rehan Saeed, the previous majority shareholder of the Company (the “Purchase Agreement”). The Purchase Agreements were fully executed and delivered, and the transaction consummated as of and at July 7, 2017. Consequently, Mr. Letcavage was able to unilaterally control the election of our Board of Directors, all matters upon which shareholder approval is required and, ultimately, the direction of the Company. In addition, on June 28, 2017, Rehan Saeed submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective on the 10th day following the filing of a Schedule 14f-1 with the U.S. Securities and Exchange Commission. On June 28, 2017, Randall Letcavage was appointed as Chief Executive Officer, Chief Financial Officer, Director, effective immediately. On June 28, 2017, the Company entered into a non-binding letter of intent to enter into a business combination with Nexalin Technology, Inc., a Nevada corporation (“Nexalin”). On June 6, 2018, the Company reported that Matthew Milonas entered into an agreement for the acquisition of an aggregate of 286,720 shares of Common Stock of the Company, representing approximately 91% of the issued and outstanding shares of Common Stock of the Company (the “Shares”) as of such date, from Randall Letcavage, the majority shareholder of the Company (the “Agreement”). However, Mr. Milonas claims that he did not fully execute and deliver the Agreement and has disclaimed ownership of the subject shares. Mr. Letcavage will not contest Mr. Milonas’ claims and as a result, Mr. Letcavage’s ownership of the shares did not change as disclosed. On August 9, 2018, Mr. Letcavage, as the holder of 91% of the outstanding shares of common stock of the Company, approved the appointment of Peter Sohn as the Chief Executive Officer and Chief Financial Officer and Director of the Company. Effective December 17, 2018, and Mr. Sohn accepted the appointments as Chief Executive Officer and Chief Financial Officer and Director of the Company. On December 17, 2018, Mr. Letcavage delivered to Peter Sohn an agreement for the acquisition by Mr. Sohn of the Shares from Mr. Letcavage, which agreement is dated August 9, 2018, but was delivered and deemed effective on December 17, 2018 (the “Agreement”). As a result Mr. Sohn is now able to unilaterally control the election of our Board of Directors, all matters upon which shareholder approval is required and, ultimately, the direction of the Company. Share Exchange Agreement and Subscriptions Effective September 11, 2017 (the “Closing Date”), the Company entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017, by and among the Company, Nexalin and shareholders of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of Nexalin held by the Nexalin Shareholders for units (the “Units”) consisting of an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Common Stock, $0.001 par value, of the Company. The warrants are two-year warrants exercisable at the end of one year for exercise prices between $1.50 and $1.75 per share, payable in cash. The warrants must be promptly exercised, and subject to forfeiture if not so exercised, if the Company’s shares achieve a trading price of $3.00 or more for 30 consecutive days. At the Closing Date, the Company approved the issuance of approximately 15,500,000 shares of common stock to the Nexalin shareholders, together with warrants for the purchase of an additional 15,500,000 shares and reserved approximately 9,500,000 additional shares, together with the related warrants, for the issuance to remaining Nexalin shareholders who are expected to execute and deliver the Share Exchange Agreement, including approximately 1,100,000 shares and related warrants issuable immediately to consultants in connection with the transactions contemplated by the Share Exchange Agreement. On September 15, 2017, Legacy Ventures International, Inc., (the “Company”), filed a Current Report on Form 8-K (the “09/15/17 Form 8K”) announcing that effective September 11, 2017 (the “Closing Date”), the Company, on the one hand, and Nexalin Technology, Inc., a Nevada corporation (“Nexalin”), and shareholders of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”), on the other hand, entered into a Share Exchange Agreement (the “Share Exchange Agreement”), dated as of September 1, 2017. In the Share Exchange Agreement the Company agreed to issue units in exchange for all the outstanding equity stock of Nexalin held by the Nexalin Shareholders. The “Units” were to consist of an aggregate of approximately 25,000,000 newly issued shares of the Company’s Common Stock, $0.001 par value, and warrants (the “Warrants”) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Company’s Common Stock, $0.001 par value. On November 29, 2017, the Company filed an amendment to its 09/15/17 Form 8-K (the “11/29/17 Amended Form 8K”) announcing that the “Closing Date” as defined in the Share Exchange Agreement was September 30, 2017, and, further, that as of the date of the of the 11/29/17 Amended Form 8K, the holders of approximately 90% of the equity securities of Nexalin had exchanged their shares into shares of the Company’s Common Stock. On December 26, 2017, the Company filed a Current Report on Form 8K (the “12/26/17 Form 8K”) announcing that on December 21, 2017, the Company’s sole officer and director, Randy Letcavage, who was at the time Nexalin’s sole officer and director, resigned all officer and director positions with the Company and Nexalin. It was also announced that Mark White was appointed as the Interim Chief Executive Officer and Interim Chief Financial Officer of both the Company and Nexalin. Finally, it was announced that Rick Morad was appointed as the sole director of the Company and Nexalin. On February 1, 2018, the Company filed a Current Report on Form 8K (the “02/01/18 Form 8K”) announcing that Mark White was appointed as a Company director. On February 28, 2018, the Company filed a Current Report on Form 8K (the “02/28/18 Form 8K”) wherein the Company filed (i) the Nexalin audited financial statements for the twelve months ended June 30, 2017 and 2016; (ii) the Nexalin unaudited financial statements for the three months ended September 30, 2017 and 2016; and (iii) the Nexalin unaudited condensed pro forma financial statements for the Company for the twelve months ended June 30, 2017 and as of and for the three months ended September 30, 2017. On March 30, 2018, the Company filed a Current Report on Form 8K (the “03/30/18 Form 8K”) announcing the appointment of Dr. Benjamin V. Hue as a director of the Company. Notwithstanding the disclosure made in the 09/15/17 Form 8K and the11/29/17 Amended Form 8K, the consummation of the acquisition of Nexalin was subject to a number of contractual conditions and legal requirements. These included: (i) all representations and warranties of the Company contained in the Share Exchange Agreement were to be true in all material respects; (ii) the Company was to have performed and complied in all material respects with all covenants and agreements required by the Share Purchase Agreement; (iii) the Company was to obtain all material consents, approvals and authorizations required to be obtained and make all filings required to be made by the Company for the authorization and consummation of the Share Purchase Agreement; (iv) Nexalin and the Nexalin Shareholders were to be given the opportunity to initiate and complete their legal, accounting and business due diligence of the Company and the results were to be satisfactory to Nexalin and the Nexalin Shareholders in their sole and absolute discretion; (v) the Units, which included the Company Common Stock and Warrants, were to be delivered to the Nexalin Shareholders within five (5) business days following the Closing of the Share Exchange Agreement. The Company was also required to take any and all action required under the various state securities laws in connection with the issuance of the Units. Once new management and a new Board of Directors were in place, they conducted a review of the Company and the steps taken and to be taken to consummate the acquisition of Nexalin. After the due diligence review was performed, including legal, accounting and business investigations of the Company, the new management and new Board of Directors became aware of a series of issues that put into question whether there had been or could be completion of the acquisition transaction and that put into issue whether past actions by the Company complied with applicable legal requirements and better business practice. After performing this due diligence review, the new Board of Directors determined that many of the requirements of and pre-conditions to the Share Exchange Agreement were not completed and condition of the Company was not satisfactory to accomplish the objectives of the Share Exchange Agreement. After careful consideration, the current management and Board of Directors believe that the previously announced share exchange, in fact, had not closed, and because of the many issues identified in its due diligence review, some of which cannot ever be satisfied or adequately remedied, it considers that the Share Exchange Agreement is null and void ab initio It is the opinion of current management and the current Board of Directors, based on the nullity of the Share Exchange Agreement, that Nexalin never was and is not now a wholly owned subsidiary of the Company. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the current year, the Company has incurred recurring losses from operations and as at June 30, 2018 has a working capital deficiency, and an accumulated deficit of $6,536,554. Further, as explained in Note 1, on August 31, 2016, the Company’s ownership percentage of RM Fresh has been reduced to 20%. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. These conditions raise substantial doubt about our ability to continue as a going concern. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the financial statements. The financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”). The Company’s fiscal year-end is June 30. The parent Company’s functional currency is US dollar and the Company’s reporting currency is U.S. dollar. The Company’s results were consolidated up to August 31, 2016. The financial statements of the Company as at, June 30, 2017, do not include the assets and liabilities of RM Fresh, which is no longer a wholly-owned subsidiary effective August 31, 2016, as described in Note 9. Cash Cash includes cash on hand and balances with banks. Revenue Recognition The Company recognizes revenues when they are earned, specifically when all of the following conditions are met: ● ownership of the goods have been transferred to the customers. Ownership of the goods is transferred to the customers when the good are transferred to a designated carrier in accordance with shipping terms agreed with the customer. ● there is persuasive evidence that an arrangement exists; ● there are no significant obligations remaining; ● amounts are fixed or can be determined; and ● the ability to collect is reasonably assured. Segment Reporting The Company operates in one operating and geographical segment based on the activities for the Company in accordance with ASC Topic 280-10. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. All the sales of the Company are in Canada and were related to FM Fresh.. Loss Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. All dilutive common share equivalents were anti-dilutive for the years ended June 30, 2018 and 2017. Foreign Currency Translation Legacy Venture International, Inc.’s functional currency is US dollar and the subsidiary’s functional currency up to August 31, 2016, was the Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s subsidiary from their functional currency into the Company’s reporting currency of US dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date for monetary items and using the historical rate on the date of the transaction for non-monetary items, and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss). Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with FASB ASC Topic 705 “Cost of Sales and Services”. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred. Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include accounts payable and accrued liabilities, convertible notes, interest payable and advances from third parties. The Company’s cash, which is carried at fair value, is classified as a Level 1 financial instruments. Bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Income Taxes The Company accounts for income taxes under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company adopted the FASB guidance concerning accounting for uncertainty in income taxes, which clarifies the accounting and disclosure for uncertainty in tax positions, as of July 1, 2017. The guidance requires that the Company determine whether it is more likely than not that a tax position will not be sustained upon examination by the appropriate taxing authority. If a tax position does not meet the more likely than not recognition criterion, the guidance requires that the tax position be measured at the largest amount of benefit greater than 50 percent not likely of being sustained upon ultimate settlement. Based on the Company’s evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. The Company has assessed its long-lived assets and as of June 30, 2016 has determined that there is an impairment of intangible assets amounting to $2,101,785 (June 30, 2018 and 2017 – Nil) as explained in Note 9. Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. CHANGE IN ACCOUNTING POLICY The FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities From Equity (Topic 480) Derivatives and Hedging (Topic 815): Accounting for Certain Financial Instruments With Down Round Features II Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception On consideration of the above factors, the Company elected to early adopt ASU 2017-11 on July 1, 2017. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The early adoption allows the Company to reduce the cost and complexity of updating the fair value measurement each reporting period and eliminate the unnecessary volatility in reported earnings created by the revaluation when the Company’s shares’ value changes. The Company presented the change in accounting policy through the retrospective application of the new accounting principle to all prior periods, as described in ASU No. 250-10-45-5, Accounting Changes and Error Corrections. There was no impact on opening balances from adopting this standard. Recently issued accounting pronouncements In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The Company is currently assessing the impact of ASU 2016-01. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 4 - BASIC AND DILUTED NET LOSS PER SHARE The Company follows ASC Topic 260 to account for the loss per share. Basic earnings (loss) per common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents (if dilutive) outstanding. All dilutive common share equivalents were anti-dilutive for the three and nine months ended March 31, 2018 and 2017. |
Promissory and Convertible Note
Promissory and Convertible Notes | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
PROMISSORY AND COVERTIBLE NOTES | 5. PROMISSORY AND CONVERTIBLE NOTES On September 11, 2017, the Company issued a Convertible Promissory Note (“Convertible Note”) to an accredited investor. The Convertible Note has an aggregate principal amount of $500,000 and matures one year from the date of issuance (the “Maturity Date”) and has an interest rate of 4% per annum. The holder may convert the Notes at any time up to the Maturity Date into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to $1.00 per share and the note were to automatically convert upon the filing of the audited financial statement for Nexalin by the Company. The Company may prepay the Convertible Note prior to the Maturity Date and/or the date of conversion without penalty upon receiving the written consent of the holder. As the conversion feature is not separable, it has been reflected on the balance sheet as at June 30, 2018. Interest expense for the year ended June 30, 2018 was $16,000. As a result of the series of events noted above, on April 11, 2018, the Company wrote-off the value of the note as well as the accrued interest receivable thereon. Subsequent to June 30, 2018, the note was assigned to an accredited arm’s length third party, in exchange for the waiver of the convertible promissory note payable pursuant to the terms of the Assignment Agreement. The Convertible Note payable contains a beneficial conversion feature. As a result, the Company recognized a nominal value for the Convertible note, at the September 11, 2017 issuance date, the balance of which will be accreted to the face value at the effective interest rate. For the years ended June 30, 2018, and 2017, accretion expense was $32,424 and $nil, respectively. The difference between the nominal value ascribed to the Convertible Note on issuance and the face value was recorded in Additional Paid In Capital. As at June 30, 2018, the carrying value of the note was $32,425. On September 11, 2017, the Company received a Promissory Note ("Promissory Note") from Nexalin Technology, Inc. The Promissory Note has an aggregate principal amount of $500,000 and is payable on December 31, 2017 (the "Maturity Date"), and bears an interest rate of 4% per annum. Interest income for the year ended June 30, 2018 was $11,617. On June 28, 2017 the Company issued $20,000 of unsecured convertible promissory notes (“Notes”). The Notes matured on June, 27, 2018, and bear interest at a rate of 8% per annum. The Notes are convertible into the Common Stock of the Company at a fixed conversion rate of $0.75 per share at any time prior to the maturity date. The Company evaluated the terms and conditions of the Notes under the guidance of ASC 815, Derivatives and Hedging. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and there were no down round protection features contained in the contracts. The Company was required to consider whether the hybrid contracts embodied a beneficial conversion feature (“BCF”). The calculation of the effective conversion amount resulted in a BCF because the fair value of the conversion was greater than the Company’s stock price on the date of issuance and a BCF was recorded in the amount of $20,000 and accordingly the amount of $20,000 was credited to Additional Paid in Capital. The BCF which represents debt discount is accreted over the life of the loan using the effective interest rate. Accretion expense for the year ended June 30, 2018, was $20,000. Interest expense for the year ended June 30, 2018 was $1,609. As at June 30, 2018, the carrying value of the note was $20,000. No amounts have been paid to date for the above mentioned notes. |
Related Party Advances and Bala
Related Party Advances and Balances, and Advances From Third Parties | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 6. RELATED PARTY ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES During the years ended June 30, 2018 and 2017, the Company was advanced $22,925 and $nil, respectively, by a third party, the funds were used to pay certain professional fees including auditors, and accountants. The Company is currently in the process of negotiating with the third party with respect to settlement of the amount advanced. During the years ended June 30, 2018, and 2017, the Company was advanced $nil and $31,061, respectively, from shareholders. The Company’s transactions with related parties were, in the opinion of the management, carried out on normal commercial terms and in the ordinary course of the Company’s business. Other than disclosed elsewhere in the financial statements, the other related party transaction is management fees of $Nil for the years ended June 30, 2018 and 2017 charged by entities owned by the shareholders of the Company for providing warehousing and other logistic services. Amounts owed to entities owned by the stockholders in respect of these services were $Nil as at June 30, 2018 and 2017. Further as explained in note 8, management fee for year ended June 30, 2017 include $2,105,370 representing issuance of 35,537shares of common stock and 250,000 shares of common stock issued to the then CEO of the Company. |
Forgiveness of Loan
Forgiveness of Loan | 12 Months Ended |
Jun. 30, 2018 | |
Forgiveness of Loan [Abstract] | |
FORGIVENESS OF LOAN | 7. FORGIVENESS OF LOAN During year ended June 30, 2017, a loan amounting to $22,987 provided by a shareholder to meet the working capital requirements was forgiven in favour of the Company. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIENCY | 8. STOCKHOLDERS’ DEFICIENCY COMMON STOCK - AUTHORIZED As at June 30, 2018 and 2017, the Company authorized to issue 10,000,000 of preferred stock, with a par value of $0.0001 and 100,000,000 shares of common stock, with a par value of $0.0001. COMMON STOCK - ISSUED AND OUTSTANDING There were no common stock transactions for the year ended June 30, 2018. At June 30, 2018 and 2017, there were 315,064 shares of common stock issued and outstanding. On October 28, 2016, the Company issued 35,537 shares of common stock to the CEO, as consideration for management services. These shares were fair valued at $355,370, determined based on the market price on the date of issuance, and recorded in the statement of operations as management fees during the year ended June 30, 2017. On November 16, 2016, the Board of Directors and stockholders of the Company approved a 1:1000 reverse split. As a result, the issued and outstanding common stock of the Company decreased from 65,064,000 shares prior to the reverse split to 65,064 shares following the reverse split. Prior year amounts have been restated from the earliest period presented, to reflect the effect of the reverse split. On May 9, 2017, the Company issued 250,000 shares (post reverse split shares) of common stock to the CEO, as consideration for management services. These shares were fair valued at $1,750,000, determined based on the market price on the date of issuance, and recorded in the statement of operations as management fees during the year ended June 30, 2017. |
Loss of Control
Loss of Control | 12 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Loss of Control | 9. LOSS OF CONTROL Loss of Control: On August 31, 2016, the Company entered into a group of transactions related to RM Fresh. In order to fund the ongoing operation and further development of RM Fresh, the Company consented to new third party investments into RM Fresh in the approximate total amount of $175,000, made in the form of cash and retirement of indebtedness owed by RM Fresh, reducing the Company’s ownership percentage of RM Fresh to twenty percent (20%) and is thus accounted for as an available for sale investment. As a result, the financial statements of the Company as at, June 30, 2017, do not include the assets and liabilities of RM Fresh, which is no longer a wholly-owned subsidiary effective August 31, 2016. The statement of operations of the Company includes the results of the operations of RM Fresh up to August 31, 2016, which is the effective date of change in control, due to loss of control in RM Fresh and consequent de-consolidation. The fair value of the assets and liabilities as at August 31, 2016 and the carrying value of the investments, which resulted in the Company recording a gain of $84,021 in the statement of operations, is as follows: Fair value as at August 31, 2016 Cash $ 12,720 Accounts receivable 250,203 Inventories 78,891 Harmonized sales tax recoverable 24,071 Total assets $ 365,885 Accounts payable $ 307,571 Due to stockholders 7,529 Due to related parties 60,145 Notes payable 51,794 Total liabilities 427,039 Net liabilities $ 61,154 Purchase consideration value of investments in RM Fresh shares on date of acquisition 2,180,000 Impairment recorded until June 30, 2016 (2,180,000 ) Carrying value of investments in RM Fresh shares on date of change in control - Gain on date of change in control due to deconsolidation of net liabilities of RM Fresh $ 61,154 The Company recognized net gain due to loss of control of $84,021 comprising of $61,154 as explained above and $22,867 being translation adjustment. Management has concluded that the entire available for sale investment in RM Fresh is impaired and hence the investment is written off. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES Income taxes The provision for income taxes differs from that computed at the corporate tax rate of approximately 27.5% for the year ended June 30, 2018 and 39% for the year ended June 30, 2017 as follows: 2018 2017 Net Loss for the year $ 625,298 $ 2,031,920 Expected Income Tax recovery 171,960 792,831 Tax rate changes and other adjustments (150,310) - Tax effect of expenses not deductible for income tax (19,920) (779,737 ) Change in valuation allowance (1,730 ) (13,094 ) Deferred tax assets, net of valuation allowance $ - $ - Deferred tax assets Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of June 30: 2018 2017 Deferred Tax Assets – Non-current: Tax effect of NOL Carryover $ 249,520 $ 247,799 Less valuation allowance (249,520 ) (247,799 ) Deferred tax assets, net of valuation allowance $ - $ - At June 30, 2018 the Company had net operating loss carry forwards of approximately $1,301,131 (June 30, 2017: $635,382) that may be offset against future taxable income from the year 2019 to 2038. No tax benefit has been reported in the June 30, 2018 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS On August 9, 2018, Mr. Letcavage, as the holder of 91% of the outstanding shares of common stock of the Company, approved the appointment of Peter Sohn as the Chief Executive Officer and Chief Financial Officer and Director of the Company. Effective December 17, 2018, and Mr. Sohn accepted the appointments as Chief Executive Officer and Chief Financial Officer and Director of the Company. On December 17, 2018, Mr. Letcavage delivered to Peter Sohn an agreement for the acquisition by Mr. Sohn of the Shares from Mr. Letcavage, which agreement is dated August 9, 2018, but was delivered and deemed effective on December 17, 2018 (the “Agreement”). As a result Mr. Sohn is now able to unilaterally control the election of our Board of Directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Subsequent to June 30, 2018, the Company was advanced $50,000 by an arm’s length third party by way of a convertible promissory note. Subsequent to June 30, 2018, the promissory note receivable was assigned to an accredited arm’s length third party, in exchange for the waiver of the convertible promissory note payable pursuant to the terms of the Assignment Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in United States dollars (“USD”). The Company’s fiscal year-end is June 30. The parent Company’s functional currency is US dollar and the Company’s reporting currency is U.S. dollar. The financial statements of the Company as at, June 30, 2017, do not include the assets and liabilities of RM Fresh, which is no longer a wholly-owned subsidiary effective August 31, 2016, as described in Note 9. |
Cash | Cash Cash includes cash on hand and balances with banks. |
Inventories | Inventories Inventories which comprise of finished goods, is valued at the lower of cost and market value, with cost being determined on a first-in, first-out basis. The cost of finished goods consists of purchase price, freight, custom duties and other delivery expenses. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling costs. The Company evaluate the carrying value of inventory on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in market compared with historical cost. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when they are earned, specifically when all of the following conditions are met: ● ownership of the goods have been transferred to the customers. Ownership of the goods is transferred to the customers when the good are transferred to a designated carrier in accordance with shipping terms agreed with the customer. ● there is persuasive evidence that an arrangement exists; ● there are no significant obligations remaining; ● amounts are fixed or can be determined; and ● the ability to collect is reasonably assured. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at outstanding balances, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, ageing of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited. |
Segment Reporting | Segment Reporting The Company operates in one operating and geographical segment based on the activities for the Company in accordance with ASC Topic 280-10. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. All the sales of the Company are in Canada. |
Goodwill and Identifiable Intangible Assets | Goodwill and Identifiable Intangible Assets Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The intangible assets with definite lives are being amortized over its estimated useful lives of 5 years using the straight-line method. |
Loss Per Share | Loss Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. All dilutive common share equivalents were anti-dilutive for the years ended June 30, 2018 and 2017. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is US dollar and subsidiary’s functional currency is Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s subsidiary from their functional currency into the Company’s reporting currency of US dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date for monetary items and using the historical rate on the date of the transaction for non-monetary items, and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss). |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with FASB ASC Topic 705 “Cost of Sales and Services”. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include accounts payable and accrued liabilities, convertible notes, interest payable and advances from third parties. The Company’s cash, which is carried at fair value, is classified as a Level 1 financial instruments. Bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Income Taxes | Income Taxes The Company accounts for under ASC Topic 740 Accounting for Income Taxes. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. The Company has assessed its long-lived assets and as of June 30, 2016 has determined that there is an impairment of intangible assets amounting to $2,101,785 (June 30, 2018 and 2017 – Nil) as explained in Note 9. |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Recently Issued Accounting Pronouncements | CHANGE IN ACCOUNTING POLICY The FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities From Equity (Topic 480) Derivatives and Hedging (Topic 815): Accounting for Certain Financial Instruments With Down Round Features II Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception On consideration of the above factors, the Company elected to early adopt ASU 2017-11 on July 1, 2017. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The early adoption allows the Company to reduce the cost and complexity of updating the fair value measurement each reporting period and eliminate the unnecessary volatility in reported earnings created by the revaluation when the Company’s shares’ value changes. The Company presented the change in accounting policy through the retrospective application of the new accounting principle to all prior periods, as described in ASU No. 250-10-45-5, Accounting Changes and Error Corrections. There was no impact on opening balances from adopting this standard. Recently issued accounting pronouncements In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 740): Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The Company is currently assessing the impact of ASU 2016-01. |
Loss of Control (Tables)
Loss of Control (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of fair value assets and liabilities carrying value of the investments | Fair value as at August 31, 2016 Cash $ 12,720 Accounts receivable 250,203 Inventories 78,891 Harmonized sales tax recoverable 24,071 Total assets $ 365,885 Accounts payable $ 307,571 Due to stockholders 7,529 Due to related parties 60,145 Notes payable 51,794 Total liabilities 427,039 Net liabilities $ 61,154 Purchase consideration value of investments in RM Fresh shares on date of acquisition 2,180,000 Impairment recorded until June 30, 2016 (2,180,000 ) Carrying value of investments in RM Fresh shares on date of change in control - Gain on date of change in control due to deconsolidation of net liabilities of RM Fresh $ 61,154 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | 2018 2017 Net Loss for the year $ 605,298 $ 2,031,920 Expected Income Tax recovery 236,066 792,831 Tax effect of expenses not deductible for income tax (20,445) (779,737 ) Change in valuation allowance (215,621 ) (13,094 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of net deferred tax assets | 2018 2017 Deferred Tax Assets – Non-current: Tax effect of NOL Carryover $ 451,739 $ 247,799 Less valuation allowance 451,739 ) (247,799 ) Deferred tax assets, net of valuation allowance $ - $ - |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) | Aug. 31, 2016 | Sep. 30, 2015 |
Nature of Operations (Textual) | ||
Ownership, percentage | 20.00% | 7.00% |
Cash and retirement amount | $ 175,000 | |
Going public transaction, term | 1 year |
Going Concern (Details)
Going Concern (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 31, 2016 | Sep. 30, 2015 |
Going Concern (Textual) | ||||
Working capital deficiency | $ 16,452 | |||
Accumulated deficit | $ (6,536,554) | $ (5,911,256) | ||
Ownership percentage reduced | 20.00% | 7.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Jun. 30, 2018USD ($)Segment | Jun. 30, 2017USD ($) | |
Summary of Significant Accounting Policies (Textual) | ||
Impairment of intangible assets | $ | $ 2,101,785 | |
Number of operating segments | Segment | 1 | |
Intangible assets estimated useful lives | 5 years |
Loss of Control (Details)
Loss of Control (Details) | Aug. 31, 2016USD ($) |
Business Combinations [Abstract] | |
Cash | $ 12,720 |
Accounts receivable | 250,203 |
Inventories | 78,891 |
Harmonized sales tax recoverable | 24,071 |
Total assets | 365,885 |
Accounts payable | 307,571 |
Due to stockholders | 7,529 |
Due to related parties | 60,145 |
Notes payable | 51,794 |
Total liabilities | 427,039 |
Net liabilities | 61,154 |
Purchase consideration value of investments in RM Fresh shares on date of acquisition | 2,180,000 |
Impairment recorded until June 30, 2016 | (2,180,000) |
Carrying value of investments in RM Fresh shares on date of change in control | |
Gain on date of change in control due to deconsolidation of net liabilities of RM Fresh | $ 61,154 |
Loss of Control (Details Textua
Loss of Control (Details Textual) - USD ($) | Aug. 31, 2016 | Jun. 30, 2017 | Sep. 30, 2015 |
Business Acquisition and Subsequent Loss of Control (Textual) | |||
Ownership, percentage | 20.00% | 7.00% | |
Business acquisition shares of common stock | 2,000,000 | ||
Business acquisition fair value of common stock | $ 2,180,000 | ||
Amortization expense of business acquisition | 70,350 | ||
Intangible assets of business acquisition | $ 2,101,785 | ||
Total amount of cash and retirement | $ 175,000 | ||
Gain on fair value investments | $ 61,154 | ||
Business acquisition of gain or loss, description | The Company recognized net gain due to loss of control of $84,021 comprising of $61,154 as explained above and $22,867 being translation adjustment. |
Accounts and Other Receivable (
Accounts and Other Receivable (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts and Other Receivable (Textual) | ||
Trade accounts receivable | $ 130,343 | |
Other receivable | $ 134,537 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts Payable and Accrued Liabilities (Textual) | ||
Accrued liabilities | $ 13,000 | $ 264,875 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 28, 2017 | Aug. 21, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 04, 2016 | Sep. 30, 2015 | Apr. 01, 2015 | |
Notes Payable (Textual) | |||||||
Proceeds from issuance of convertible notes | $ 180,000 | $ 500,000 | |||||
Interest rate | 8.00% | 10.00% | 12.00% | 20.00% | |||
Maturity date | Feb. 28, 2018 | ||||||
Conversion of common stock, description | The principal amount and accrued interest were convertible into common stock of the Company at the option of the holder at any time from the date of issuance at $1. | ||||||
Common stock price, per share | $ 1 | ||||||
Unsecured promissory notes | $ 25,794 | $ 26,000 | |||||
Interest accrued | $ 6,218 | ||||||
Unsecured convertible promissory notes, amount | $ 20,000 | ||||||
Conversion rate of convertible debt | $ 0.75 | ||||||
Debt convertible, beneficial conversion feature | $ 20,000 | ||||||
Additional Paid-in Capital [Member] | |||||||
Notes Payable (Textual) | |||||||
Debt convertible, beneficial conversion feature | $ 20,000 |
Forgiveness of Loan (Details)
Forgiveness of Loan (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Forgiveness of Loan (Textual) | ||
Forgiveness of loan | $ (22,987) | $ (17,974) |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) | May 09, 2017shares | Nov. 16, 2016 | Jan. 26, 2016 | Jan. 08, 2016Directors | Oct. 01, 2015USD ($) | Sep. 09, 2015$ / shares | Oct. 28, 2016shares | Mar. 31, 2016USD ($)Directors | Feb. 29, 2016USD ($)Investors$ / sharesshares | Dec. 31, 2015USD ($)Investors$ / sharesshares | Oct. 31, 2015USD ($)Investors$ / sharesshares | Sep. 30, 2015$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) |
Stockholders' Deficiency (Textual) | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||||
Preferred stock, no par value | $ / shares | $ 0.0001 | ||||||||||||||
Common stock, no par value | $ / shares | $ 0.0001 | ||||||||||||||
Stock split, description | 1:7 forward split upon the increase of the par value. | ||||||||||||||
Post reverse split, description | The issued and outstanding common stock of the Company increased from 7,400,000 shares prior to the Forward Split to 51,800,000 shares following the Forward Split. | 180 post reverse split. | |||||||||||||
Debt conversion, description | The holders of convertible notes payable exercised their option to convert the notes payable including interest into shares at a price of $1 per stock. | ||||||||||||||
Common stock, shares issued | 315,064 | 315,064 | |||||||||||||
Common stock, shares outstanding | 315,064 | 29,527 | |||||||||||||
Increase decrease in shares prior to forward split | 35,537,000 | ||||||||||||||
Common stock price per share | $ / shares | $ 1 | ||||||||||||||
Common stock issued for services, value | $ | $ 2,105,370 | $ 2,105,370 | |||||||||||||
Restricted shares | 300,247 | 15,247 | |||||||||||||
Unrestricted shares | 14,817 | 14,280 | |||||||||||||
Cancellation Agreement [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | 25,800 post reverse split. | ||||||||||||||
Cancellation of common stock | 25,800,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | 70 post reverse split. | 92 post reverse split. | 92 post reverse split. | ||||||||||||
Issuance of common stock, shares | 70,000 | 92,000 | 92,000 | ||||||||||||
Common stock price per share | $ / shares | $ 0.50 | $ 1.25 | $ 1.25 | ||||||||||||
Number of investors | Investors | 1 | 3 | 3 | ||||||||||||
Proceeds from issuance of common stock | $ | $ 35,000 | $ 115,000 | $ 115,000 | ||||||||||||
Director [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | 250 post reverse split. | 250 post reverse split. | 250 post reverse split. | ||||||||||||
Issuance of common stock, value | $ | $ 337,500 | $ 22,500 | |||||||||||||
Number of directors | Directors | 2 | 2 | |||||||||||||
Common stock issued for services, value | $ | $ 290,000 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | 35,537 post reverse split. | ||||||||||||||
Issuance of common stock, value | $ | $ 355,370 | ||||||||||||||
Increase decrease in shares prior to forward split | 35,537,000 | ||||||||||||||
Common stock issued for services, shares | 250,000 | 35,537,000 | 35,537,000 | ||||||||||||
Common stock issued for services, value | $ | $ 1,750,000 | ||||||||||||||
Board Of Directors And Stockholders [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | Company approved a 1:1000 reverse split. As a result, the issued and outstanding common stock of the Company decreased from 65,064,000 shares prior to the reverse split to 65,064 shares following the reverse split. | ||||||||||||||
Third Parties [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | 335 post reverse split. | 335 post reverse split. | |||||||||||||
Common stock issued for services, shares | 335,000 | 335,000 | |||||||||||||
Common stock issued for services, value | $ | $ 452,350 | ||||||||||||||
Third Parties [Member] | Common Stock [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | 100 post reverse split. | ||||||||||||||
Former Shareholders [Member] | |||||||||||||||
Stockholders' Deficiency (Textual) | |||||||||||||||
Post reverse split, description | 2,000 post reverse split. |
Related Party Transactions and
Related Party Transactions and Balances (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transactions and Balances (Textual) | |||
Issuance of shares for services | $ 2,105,370 | ||
Management fees | 2,119,194 | ||
Common stock shares, pre reverse split | 35,537,000 | ||
Common stock shares, post reverse split | 250,000 | ||
Other Related Party [Member] | |||
Related Party Transactions and Balances (Textual) | |||
Amount owned by stockholders | $ 60,145 | ||
Management fees | $ 152,283 | ||
Chief Executive Officer [Member] | |||
Related Party Transactions and Balances (Textual) | |||
Common stock shares, pre reverse split | 35,537,000 | ||
Common stock shares, post reverse split | 250,000 |
Loss of Control (Details)_2
Loss of Control (Details) | Aug. 31, 2016USD ($) |
Loss Of Control In Subsidiary Company [Line Items] | |
Gain on date of change in control due to deconsolidation of RM Fresh | $ 61,154 |
Subsidiaries [Member] | |
Loss Of Control In Subsidiary Company [Line Items] | |
Cash | 12,720 |
Accounts receivable | 250,203 |
Inventories | 78,891 |
Harmonized sales tax recoverable | 24,071 |
Total assets | 365,885 |
Accounts payable | 307,571 |
Due to stockholders | 7,529 |
Due to related parties | 60,145 |
Notes payable | 51,794 |
Total liabilities | 427,039 |
Net liabilities | 61,154 |
Adjustment of cumulative translation reserve | 22,867 |
Purchase consideration value of investments in RM Fresh shares on date of acquisition | 2,180,000 |
Impairment recorded until August 31, 2016 | (2,180,000) |
Carrying value of investments in RM Fresh shares on date of change in control | |
Gain on date of change in control due to deconsolidation of RM Fresh | $ 84,021 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net Loss for the year | $ 625,298 | $ 2,031,920 |
Expected Income Tax recovery | 605,298 | 792,831 |
Tax effect of expenses not deductible for income tax | 236,066 | (779,737) |
Change in valuation allowance | (20,445) | (13,094) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred Tax Assets - Non-current: | ||
Tax effect of NOL Carryover | $ 451,739 | $ 247,799 |
Less valuation allowance | (451,739) | (247,799) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes (Textual) | ||
Corporate tax rate | 39.00% | 39.00% |
Net operating loss carry forwards | $ 130,113,100 | $ 63,538,200 |
Taxable income future period | Future taxable income from the year 2018 to 2037. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Aug. 09, 2018 | |
Proceeds from third party advances | $ 22,925 | |||
Arms length third party [Member] | Convertible Note [Member] | ||||
Proceeds from third party advances | $ 50,000 | |||
Letcavage [Member] | Subsequent Event [Member] | ||||
Percentage of issued and outstanding shares acquired | 91.00% |