Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | LEGACY VENTURES INTERNATIONAL INC. | ||
Entity Central Index Key | 0001616788 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 333-199040 | ||
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 Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Public Float | $ 500 | ||
Entity Common Stock, Shares Outstanding | 315,064 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Current assets | ||
Cash | $ 12,745 | $ 30 |
Total assets | 12,745 | 30 |
Current liabilities | ||
Accounts payable and accrued liabilities | 92,764 | 48,822 |
Secured promissory note | 50,000 | 0 |
Convertible note | 20,000 | 52,425 |
Interest payable | 3,651 | 17,609 |
Advances from third parties | 22,925 | 22,925 |
Total liabilities | 189,340 | 141,781 |
Stockholders' deficiency | ||
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding June 30, 2019 and June 30, 2018 | 0 | 0 |
Common Stock, $0.0001 par value; 100,000,000 shares authorized, 315,064 shares issued and outstanding June 30, 2019 and June 30, 2018 | 32 | 32 |
Additional paid in capital | 6,394,771 | 6,394,771 |
Accumulated deficit | (6,571,398) | (6,536,554) |
Total stockholders' deficiency | (176,595) | (141,751) |
Total liabilities and stockholders' deficiency | $ 12,745 | $ 30 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 315,064 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses | ||
Professional fees | $ 50,850 | $ 29,581 |
Other general and administration | 10,347 | 5,624 |
Loss from operations | (61,197) | (35,205) |
Other (expenses) income | ||
Write-off of promissory note and interest receivable | 0 | (511,617) |
Gain on cancellation of convertible note | 545,580 | 0 |
Interest income - Promissory note | 0 | 11,617 |
Interest expense - Convertible and Secured notes | (31,622) | (17,609) |
Accretion expense - convertible notes | (467,575) | (52,424) |
Bank charges and other | (20,030) | (20,060) |
Total other expenses | 26,353 | (590,093) |
Loss before taxes | (34,844) | (625,298) |
Income tax expense | 0 | 0 |
Net loss and comprehensive loss | $ (34,844) | $ (625,298) |
Net loss per share - basic and diluted | $ (0.11) | $ (1.98) |
Weighted average number of common shares outstanding - basic and diluted | 315,064 | 315,064 |
Statement Of Stockholders' Defi
Statement Of Stockholders' Deficiency Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Jun. 30, 2017 | $ 32 | $ 5,894,772 | $ (5,911,256) | $ (16,452) |
Beginning balance, shares at Jun. 30, 2017 | 315,064 | |||
Issuance of convertible promissory note | 499,999 | 499,999 | ||
Net Loss | (625,298) | (625,298) | ||
Ending balance at Jun. 30, 2018 | $ 32 | 6,394,771 | (6,536,554) | (141,751) |
Ending balance, shares at Jun. 30, 2018 | 315,064 | |||
Net Loss | (34,844) | (34,844) | ||
Ending balance at Jun. 30, 2019 | $ 32 | $ 6,394,771 | $ (6,571,398) | $ (176,595) |
Ending balance, shares at Jun. 30, 2019 | 315,064 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash used in operating activities | ||
Net loss | $ (34,844) | $ (625,298) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Write-off of promissory note and interest receivable | 0 | 511,617 |
Gain on cancellation of convertible note | (545,580) | 0 |
Accretion expense - Debt discount on convertible promissory note | 467,575 | 52,424 |
Changes in non-cash operating assets and liabilities | ||
Interest receivable - Promissory note | 0 | (11,617) |
Interest payable - Convertible notes | 31,622 | 17,609 |
Accounts payable and accrued liabilities | 43,942 | 32,281 |
Net cash used in operating activities | (37,285) | (22,984) |
Cash flow from investing activity | ||
Promissory note receivable | 0 | (500,000) |
Net cash used in investing activity | 0 | (500,000) |
Cash flow from financing activities | ||
Proceeds from secured promissory note | 50,000 | 0 |
Proceeds from convertible note | 0 | 500,000 |
Proceeds from third party advances | 0 | 22,925 |
Net cash provided by financing activities | 50,000 | 522,925 |
Increase (decrease) in cash | 12,715 | (59) |
Cash, beginning of year | 30 | 89 |
Cash, end of year | 12,745 | 30 |
Cash payments for Interest | 0 | 0 |
Cash payments for Income taxes | $ 0 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jun. 30, 2019 | |
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 Sis 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 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. M r. Letcavage will not contest Mr. Milonas claims and as a result, Mr. Letcavages 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 Companys 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 Companys Common Stock, $0.001 par value, and warrants (the Warrants) to purchase an aggregate of approximately 25,000,000 newly issued shares of the Companys 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 Companys 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 Companys sole officer and director, Randy Letcavage, who was at the time Nexalins 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; and (v) the Units, which included the Companys 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 the 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, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The Companys 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, 2019 has a working capital deficiency, and an accumulated deficit of $6,571,398. The Companys 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, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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 Companys fiscal year-end is June 30. The parent Companys functional currency is US dollar and the Companys reporting currency is U.S. dollar. Cash Cash includes cash on hand and balances with banks or with third parties. Loss Per Share The Company has adopted the Financial Accounting Standards Boards (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, 2019 and 2018. Foreign Currency Translation Legacy Venture International, Inc.s functional currency is US dollar. The Companys 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. 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 managements 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 Companys 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. 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 Companys evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements. CHANGE IN ACCOUNTING POLICY 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 the Companys 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 adoption of this standard did not have any impact on the balance sheet or results of operations from adopting this standard. 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 adoption of this standard did not have any impact on the balance sheet or results of operations 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, 2019 | |
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 loss per common share ("EPS") calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share calculations are determined by dividing net 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 years ended June 30, 2019 and 2018. |
SECURED PROMISSORY AND CONVERTI
SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES | 5. SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES Secured Promissory Note On December 2, 2018, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $50,000, and is payable on December 2, 2019 (the "Maturity Date"), and bears an interest rate of 4% per annum. The amount owing under the Secured Note is secured by the assets of the Company. The Secured Note may be converted, the terms of which are to be negotiated between the Company and the note holder. Interest expense for the year ended June 30, 2019 was $1,151. Convertible Promissory Note 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 Convertible Note at any time up to the Maturity Date into shares of the Companys common stock, par value $0.001 per share, at a conversion price equal to $1.00 per share and the Convertible 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. Interest expense for the year ended June 30, 2019 was $29,580. Interest expense for the year ended June 30, 2018 was $16,000. 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, 2019, and 2018, accretion expense was $476,575 and $32,424, 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 a result of the series of events noted above, on April 11, 2018, the Company wrote-off the value of the Convertible Note as well as the accrued interest receivable thereon. The Convertible Note was assigned to an accredited arms length third party, in exchange for the waiver of the convertible promissory note payable pursuant to the terms of the Assignment Agreement. 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 December 18, 2018, the Company entered into an assignment agreement (Assignment Agreement) with the holder of the Convertible Note, whereby, the Promissory Note was assigned to the Convertible Note holder in exchange for the waiver and cancellation of the Convertible Note. As a result, the Company recognized a gain of $545,580 for the year ended June 30, 2019, which was the carrying value of the Convertible Note and the accrued interest payable thereon at the time the assignment agreement was entered into. Unsecured Promissory Notes On June 28, 2017 the Company issued $20,000 of unsecured convertible promissory notes (Unsecured Notes). The notes were assigned to 5 different arms length parties, each holding $4,000. The Notes matured on June 27, 2018, and bear interest at a rate of 8% per annum, and 4% for amounts owing past the default date. The Unsecured 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 Unsecured 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 Companys 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 years ended June 30, 2019 and 2018, was $nil and $20,000, respectively. Interest expense for the years ended June 30, 2019 and 2018 was $891 and $1,609. As at June 30, 2019, the carrying value of the note was $20,000. No amounts have been paid to date for the above mentioned notes. |
ADVANCES AND BALANCES, AND ADVA
ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES | 12 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES | NOTE 6. ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES During the years ended June 30, 2019 and 2018, the Company was advanced $nil and $22,925, 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. |
STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIENCY | 7. STOCKHOLDERS DEFICIENCY COMMON AND PREFERRED STOCK - AUTHORIZED As at June 30, 2019 and 2018, 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 years ended June 30, 2019 and 2018. At June 30, 2019 and 2018, there were 315,064 shares of common stock issued and outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES Income taxes The provision for income taxes differs from that computed at the corporate tax rate of approximately 27.5% for the years ended June 30, 2019 and 2018 as follows: 2019 2018 Net loss before income taxes $ 34,844 $ 625,298 Expected income tax recovery at statutory rates 9,582 171,960 Tax rate and other adjustments - (150,310 ) Tax effect of non-deductible expenses (148,583 ) (19,920 ) Change in valuation allowance 139,001 (1,730 ) Provision for (benefit from) income taxes $ - $ - 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: 2019 2018 Deferred tax assets (non-current): Tax effect of NOL carryforwards $ 262,390 $ 249,520 Interest limitation under 163(j) 6,640 - 269,030 249,520 Valuation allowance (269,030 ) (249,520 ) Net deferred tax assets $ - $ - At June 30, 2019 the Company had net operating loss carry forwards of approximately $1,249,480 (June 30, 2017: $1,301,131) that may be offset against future taxable income. No tax benefit has been reported in the June 30, 2019 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The Company's U.S. non-capital income tax losses expire as follows: 2034 107,770 2035 494,050 2036 33,560 2037 5592,870 2038 61,230 $ 1,249,480 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS On September 6, 2019, the Company issued a Secured Promissory Note ("Secured Note") to an accredited investor. The Secured Note has an aggregate principal amount of $50,000, and is payable on September 6, 2020 (the "Maturity Date"), and bears an interest rate of 4% per annum. The amount owing under the Secured Note is secured by the assets of the Company. The note may be converted, the terms of which are to be negotiated between the Company and the note holder. No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ended June 30, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 Companys fiscal year-end is June 30. The parent Companys functional currency is US dollar and the Companys reporting currency is U.S. dollar. |
Cash | Cash Cash includes cash on hand and balances with banks or with third parties. |
Loss Per Share | Loss Per Share The Company has adopted the Financial Accounting Standards Boards (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, 2019 and 2018. |
Foreign Currency Translation | Foreign Currency Translation Legacy Venture International, Inc.s functional currency is US dollar. The Companys 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. |
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 managements 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 Companys 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. |
Income Taxes | 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 Companys evaluation, management has concluded that there are no significant uncertain tax positions requiring recognition in the financial statements. |
CHANGE IN ACCOUNTING POLICY | CHANGE IN ACCOUNTING POLICY 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 the Companys 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 adoption of this standard did not have any impact on the balance sheet or results of operations from adopting this standard. 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 adoption of this standard did not have any impact on the balance sheet or results of operations from adopting this standard. |
Recently Issued Accounting Pronouncements | 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. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes differs from that computed at the corporate tax rate of approximately 27.5% for the years ended June 30, 2019 and 2018 as follows: 2019 2018 Net loss before income taxes $ 34,844 $ 625,298 Expected income tax recovery at statutory rates 9,582 171,960 Tax rate and other adjustments - (150,310 ) Tax effect of non-deductible expenses (148,583 ) (19,920 ) Change in valuation allowance 139,001 (1,730 ) Provision for (benefit from) income taxes $ - $ - |
Schedule of net deferred tax assets | Net deferred tax assets consist of the following components as of June 30: 2019 2018 Deferred tax assets (non-current): Tax effect of NOL carryforwards $ 262,390 $ 249,520 Interest limitation under 163(j) 6,640 - 269,030 249,520 Valuation allowance (269,030 ) (249,520 ) Net deferred tax assets $ - $ - |
Schedule of income tax losses expire | The Company's U.S. non-capital income tax losses expire as follows: 2034 107,770 2035 494,050 2036 33,560 2037 5592,870 2038 61,230 $ 1,249,480 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | Jun. 06, 2018shares | Sep. 11, 2017Days$ / sharesshares | Jun. 28, 2017shares | Jun. 30, 2019$ / sharesshares | Jun. 30, 2018$ / sharesshares |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Warrant term | 2 years | ||||
Common stock, shares issued | 315,064 | 315,064 | |||
Purchase of additional warrants, shares | 15,500,000 | ||||
Purchase of additional reserved warrants, shares | 9,500,000 | ||||
Trading price, per share | $ / shares | $ 3 | ||||
Warrants issue, shares | 1,100,000 | ||||
Trading price number of consecutive days | Days | 30 | ||||
Warrant [Member] | Minimum [Member] | |||||
Exercise price of warrant | $ / shares | $ 1.50 | ||||
Warrant [Member] | Maximum [Member] | |||||
Exercise price of warrant | $ / shares | $ 1.75 | ||||
Share Exchange Agreement [Member] | |||||
Common stock shares newly issued | 25,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | ||||
Share Exchange Agreement [Member] | Warrant [Member] | |||||
Common stock shares newly issued | 25,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | ||||
Randall Letcavage [Member] | Stock purchase agreement [Member] | |||||
Stock issued for acquisition | 286,720 | ||||
Percentage of issued and outstanding shares acquired | 91.00% | ||||
Matthew Milonas [Member] | |||||
Stock issued for acquisition | 286,720 | ||||
Percentage of issued and outstanding shares acquired | 91.00% | ||||
Nexalin Shareholder [Member] | |||||
Common stock, shares issued | 15,500,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (6,571,398) | $ (6,536,554) |
SECURED PROMISSORY AND CONVER_2
SECURED PROMISSORY AND CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | Dec. 02, 2018 | Sep. 11, 2017 | Jun. 28, 2017 | Jun. 30, 2019 | Jun. 30, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Accretion expense | $ 467,575 | $ 52,424 | |||
Gain on cancellation of Convertible Note | 545,580 | 0 | |||
Unsecured Promissory Notes [Member] | |||||
Aggregate principal amount | $ 20,000 | ||||
Maturity date | Jun. 27, 2018 | ||||
Interest rate | 8.00% | ||||
Interest expense | 891 | 1,609 | |||
Accretion expense | 0 | 20,000 | |||
Carrying value | 20,000 | ||||
Secured Promissory Note [Member] | Accredited investor [Member] | |||||
Aggregate principal amount | $ 500,000 | ||||
Maturity date | Dec. 2, 2019 | ||||
Interest rate | 4.00% | ||||
Interest expense | 1,151 | ||||
Convertible Promissory Note [Member] | Accredited investor [Member] | |||||
Aggregate principal amount | $ 500,000 | ||||
Maturity date | Sep. 11, 2018 | ||||
Interest rate | 4.00% | ||||
Interest expense | 29,580 | 16,000 | |||
Common stock, par value | $ 0.001 | ||||
Conversion Price | $ 1 | ||||
Accretion expense | 476,575 | $ 32,424 | |||
Convertible Note [Member] | Nexalin Technology, Inc [Member] | |||||
Aggregate principal amount | $ 500,000 | ||||
Maturity date | Dec. 31, 2017 | ||||
Interest rate | 4.00% | ||||
Interest expense | $ 11,617 |
ADVANCES AND BALANCES, AND AD_2
ADVANCES AND BALANCES, AND ADVANCES FROM THIRD PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transactions [Abstract] | ||
Proceeds from third party advances | $ 0 | $ 22,925 |
STOCKHOLDERS_ DEFICIENCY (Detai
STOCKHOLDERS’ DEFICIENCY (Details Narrative) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
Equity [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
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 | 315,064 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net loss before income taxes | $ 34,844 | $ 625,298 |
Expected income tax recovery at statutory rates | 9,582 | 171,960 |
Tax rate and other adjustments | 0 | (150,310) |
Tax effect of non-deductible expenses | (148,583) | (19,920) |
Change in valuation allowance | 139,001 | (1,730) |
Provision for (benefit from) income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Deferred tax assets (non-current): | ||
Tax effect of NOL carryforwards | $ 262,390 | $ 249,520 |
Interest limitation under 163(j) | 6,640 | 0 |
Total NOL carryforwards | 269,030 | 249,520 |
Less valuation allowance | (269,030) | (249,520) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Net operating loss carry forwards | $ 1,249,480 | $ 1,301,131 |
2034 | ||
Net operating loss carry forwards | 107,770 | |
2035 | ||
Net operating loss carry forwards | 494,050 | |
2036 | ||
Net operating loss carry forwards | 33,560 | |
2037 | ||
Net operating loss carry forwards | 5,592,870 | |
2038 | ||
Net operating loss carry forwards | $ 61,230 |
INCOME TAXES (Details Narrativ
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 27.50% | 27.50% |
Net operating loss carry forwards | $ 1,249,480 | $ 1,301,131 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Secured Note [Member] - Accredited investor [Member] | Sep. 06, 2019USD ($) |
Aggregate principal amount | $ 50,000 |
Maturity date | Sep. 6, 2020 |
Interest rate | 4.00% |