Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Oct. 07, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 000-56131 | ||
Entity Registrant Name | FORZA INNOVATIONS, INC. | ||
Entity Central Index Key | 0001683131 | ||
Entity Tax Identification Number | 30-0852686 | ||
Entity Incorporation, State or Country Code | WY | ||
Entity Address, Address Line One | 30 Forzani Way NW | ||
Entity Address, City or Town | Calgary | ||
Entity Address, State or Province | AB | ||
Entity Address, Postal Zip Code | T3Z 1L5 | ||
City Area Code | 702 | ||
Local Phone Number | 205-2064 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 317,466 | ||
Entity Common Stock, Shares Outstanding | 281,544,231 | ||
ICFR Auditor Attestation Flag | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash | $ 13,677 | $ 0 |
Assets of discontinued operations | 0 | 261,254 |
Total current assets | 13,677 | 261,254 |
Machinery and equipment, net | 108,954 | 0 |
Website, net | 15,250 | 0 |
Assets of discontinued operations | 0 | 586,984 |
Total Assets | 137,881 | 848,238 |
Current liabilities: | ||
Accounts payable | 35,400 | 0 |
Accrued interest | 57,649 | 15,000 |
Convertible note payable, net of discount of $0 and $12,500, respectively | 150,000 | 137,500 |
Loan Payable | 122,729 | 0 |
Due to related party | 54,833 | 0 |
Liabilities of discontinued operations | 0 | 274,348 |
Total current liabilities | 420,611 | 426,848 |
Long term liabilities: | ||
Liabilities of discontinued operations | 0 | 360,980 |
Total liabilities | 420,611 | 787,828 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit): | ||
Class B Preferred stock, $0.001 par value, 25,000,000 shares authorized, 10,000,000 and 10,000,000 issued and outstanding, respectively | 10,000 | 10,000 |
Common stock, $0.001 par value, 100,000,000 shares authorized; 28,100,000 and 18,100,000 shares issued and outstanding, respectively | 28,100 | 18,100 |
Additional paid-in capital | 3,173,900 | 383,900 |
Accumulated deficit | (3,494,730) | (351,590) |
Total stockholders' (deficit) equity | (282,730) | 60,410 |
Total Liabilities and Stockholders' Equity | $ 137,881 | $ 848,238 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Debt discount | $ 0 | $ 12,500 |
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock Shares Issued | 28,100,000 | 18,100,000 |
Common Stock Shares Outstanding | 28,100,000 | 18,100,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock Par Value | $ 0.001 | $ 0.001 |
Preferred Stock Shares Authorized | 25,000,000 | 25,000,000 |
Preferred Stock Shares Issued | 10,000,000 | 10,000,000 |
Preferred Stock Shares Outstanding | 10,000,000 | 10,000,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Expenses: | ||
General & administrative expenses | $ 60,165 | $ 33,255 |
Total operating expenses | 60,165 | 33,255 |
Loss from operations | (60,165) | (33,255) |
Other expense: | ||
Interest expense | (26,033) | (5,484) |
Debt discount amortization | (12,500) | (137,500) |
Loss on issuance of common stock | 0 | (40,000) |
Loss on issuance of convertible debt | 0 | (75,000) |
Loss on asset acquisition – related party | (2,704,865) | 0 |
Loss on disposition of assets and liabilities | (365,019) | 0 |
Total other expense | (3,108,417) | (257,984) |
Loss before income taxes | (3,168,582) | (291,239) |
Provision for income taxes | 0 | 0 |
Net loss from continuing operations | (3,168,582) | (291,239) |
Net income (loss) from discontinued operations | 25,442 | (29,769) |
Net Loss | $ (3,143,140) | $ (321,008) |
Net loss per common share, basic & diluted from continuing operations | $ (0.14) | $ (0.02) |
Net income (loss) per common share, basic & diluted from discontinued operations | 0 | 0 |
Net Loss Per Common Share, basic & diluted | $ (0.14) | $ (0.02) |
Weighted Common Shares Outstanding, basic & diluted | 23,031,507 | 18,033,808 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2019 | $ 17,870 | $ 10,000 | $ 101,130 | $ (30,582) | $ 98,418 |
Beginning balance, shares at Jun. 30, 2019 | 17,870,000 | 10,000,000 | |||
Common stock issued for services | $ 230 | 82,770 | 83,000 | ||
Common stock issued for services, shares | 230,000 | ||||
Beneficial conversion feature | 200,000 | 200,000 | |||
Net loss | (321,008) | (321,008) | |||
Ending balance, value at Jun. 30, 2020 | $ 18,100 | $ 10,000 | 383,900 | (351,590) | 60,410 |
Ending balance, shares at Jun. 30, 2020 | 18,100,000 | 10,000,000 | |||
Stock issued for asset acquisitions | $ 10,000 | 2,790,000 | 2,800,000 | ||
Stock issued for asset acquisitions, shares | 10,000,000 | ||||
Net loss | (3,143,140) | (3,143,140) | |||
Ending balance, value at Jun. 30, 2021 | $ 28,100 | $ 10,000 | $ 3,173,900 | $ (3,494,730) | $ (282,730) |
Ending balance, shares at Jun. 30, 2021 | 28,100,000 | 10,000,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net Income | $ (3,168,582) | $ (291,239) |
Less: net (income) loss from discontinued operations | 25,422 | (29,769) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 10,931 | 0 |
Debt discount amortization | 12,500 | 137,500 |
Loss on issuance of common stock | 0 | 40,000 |
Loss on issuance of convertible debt | 0 | 75,000 |
Debt discount amortization | 12,500 | 0 |
Loss on asset acquisition – related party | 2,704,865 | 0 |
Loss on disposition of assets and liabilities | 365,019 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | 35,400 | 0 |
Accrued interest | 44,915 | 5,484 |
Operating cash flow from discontinued operations | 23,327 | 84,637 |
Net cash provided by operating activities | 66,297 | 21,613 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (22,000) | 0 |
Purchase of website | (18,000) | 0 |
Investing cash flow from discontinued operations | (70,117) | (256,227) |
Net cash used in investing activities | (110,117) | (256,227) |
Cash flows from financing activities: | ||
Advances from related party | 54,833 | 20,660 |
Proceeds from convertible dent | 125,000 | |
Financing cash flow from discontinued operations | 2,664 | 93,628 |
Net cash provided by financing activities | 57,497 | 239,288 |
Net increase in cash | 13,677 | 4,674 |
Cash, beginning of period | 0 | 170,205 |
Less: cash of discontinued operations, end of period | 0 | (174,879) |
Cash of continuing operations at end of period | 13,677 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Forza Innovations Inc. (the “Company”), was incorporated on December 9, 2014 under the laws of the State of Florida. The Company was a diversified multi-industry manufacturer of complex metal components and products. We serve all general industrial markets such as Aerospace, Automotive, Commercial, Food Processing, Industrial, Maritime, Medical, Railroad, Oil and Gas, Packaging, Telecom, Textiles, Robotics, Space Travel, Transportation and many more. We are a vertically integrated precision CNC manufacturing and fabrication company with core emphasis on product design, engineering and precision manufacturing of complex components and products. On February 5, 2018, the Company formed Genesys Industries, LLC as a wholly owned subsidiary in the state of Missouri. On January 21, 2021, Shefali Vibhakar, President of the Company closed a Share Purchase Agreement (the “Agreement”) that she entered into with Johnny Forzani to sell all of her 17,000,000 10,000,000 177,000 Further, as part of the Agreement, Ms. Vibhakar agrees to spin out all of the Company’s assets (except for certain machinery valued at $40,000 – which is subject to a separate purchase agreement) as well as all of the Company’s liabilities (except the Company’s note with Tangiers Capital, LLC). The value date of the assets and liabilities will be January 21, 2021. On January 21, 2021, a change in control of the Company occurred pursuant to the Agreement. Mr. Forzani now has voting control over 93.9% of the Company’s issued and outstanding common stock. On January 21, 2021, the Company received the resignation of Shefali Vibhakar as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director and appointed Johnny Forzani as its President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary. Effective January 21, 2021, the Company’s new address is 30 Forzani Way NW, Calgary, Alberta, Canada T3Z 1L5. On February 17, 2021, the Company filed Articles of Continuance with the Secretary of State for the state of Wyoming. Accordingly, the Company transferred its state of formation from Florida to Wyoming and became a Wyoming entity. On February 18, 2021, the Company filed a Certificate of Dissolution with the Secretary of State for the State of Florida, effectively dissolving the Company's existence in Florida. As of June 30, 2021, Forza Innovations has moved out of the precision CNC manufacturing and fabrication business and has moved into the health-tech wearable performance business. The Company has acquired the ownership and rights to certain late developmental stage products, including the J4 Sport, J4 X and J4 Fitbelt. These products are wearable back compression devices, used to relax, warmup, loosen, or relax stiff & sore muscles. The therapeutic application of heat causes a change in temperature of the soft tissues which decreases joint stiffness and relieves inflammation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Property, Plant and Equipment Property and equipment are carried at the lower of cost or net realizable value. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2021. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of June 30, 2021 or 2021. Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The Company’s diluted loss per share is the same as the basic loss per share for the years ended June 30, 2021 and 2020, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As of June 30, 2021, the Company has an accumulated deficit of $ 3,494,730 3,069,884 While the Company is successfully executing its growth strategy, its cash position may not still be sufficient to support the Company’s daily operations without additional financing. While the Company believes in the viability of its strategy to produce sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. |
PROPERTY, PLANT & EQUIPMENT
PROPERTY, PLANT & EQUIPMENT | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT & EQUIPMENT | NOTE 4 – PROPERTY, PLANT & EQUIPMENT Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets between three and five years. Leasehold improvements are being depreciated over ten years, and the building over twenty years. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Property, Plant and equipment stated at cost, less accumulated depreciation for continuing operations consisted of the following: Property, Plant & Equipment June 30, 2021 June 30, 2020 Leasehold Improvements $ — $ — Machinery and Equipment 117,135 — Real Property & Plant — — Less: accumulated depreciation 8,118 — Fixed assets, net $ 109,017 $ — Depreciation expense Depreciation expense for the years ended June 30, 2021 and 2020 was $ 8,118 7,164 Our capitalized software cost, less accumulated amortization consisted of the following: Software cost June 30, 2021 Software $ 18,000 Less: accumulated depreciation 2,750 Software, net $ 15,250 Amortization expense Amortization expense for the years ended June 30, 2021 and 2020 was $ 2,750 0 |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | NOTE 5 – CONVERTIBLE DEBT On January 2, 2020, the Company executed a 10% convertible promissory note in which it agreed to borrow up to $300,000. The note is convertible at a price per share equal to the lower of (a) the Fixed Conversion Price (which is fixed at a price equal to $0.30); or (b) 80% of the lowest trading price of the Company’s common stock during the 5 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. 125,000 25,000 200,000 150,000 75,000 150,000 40,250 |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 6 - NOTE PAYABLE On November 5, 2017, to fund its working capital requirements the Company obtained a Special Line of Credit (“LOC”) also recognized as a Blanket Secured Promissory Note for the total draw down amount of up to $ 500,000 5 122,729 122,729 17,339 11,279 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 - STOCKHOLDERS’ EQUITY On February 19, 2021, the Company filed a Definitive 14C in order to ratify the written consent received from one shareholder, holding 96.1% of our voting power to: (1) to amend the Company’s Articles of Incorporation, as amended (the “Articles”) to change our corporate name from Genesys Industries, Inc. to Forza Innovations Inc. (the “Name Change”); (2) to amend the Articles to increase the number of authorized shares of Class A Common Stock we may issue from 100,000,000 700,000,000 10 shares every 1 share Preferred stock Preferred stock includes 25,000,000 shares of authorized at a par value of $0.001. Preferred stock includes 25,000,000 0.001 The Preferred Stock constitutes a convertible stock in which (1) one Preferred Share is convertible into (5) five Common Shares. The Preferred Stockholders are entitled to vote on any matters on which the common stock holders are entitled to vote. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS On January 21, 2021, the Company entered into an acquisition agreement with Mr. Forzani to acquire all of the ownership and the rights to certain late developmental stage products, including the J4 Sport, J4 X and J4 Fitbelt in exchange for the issuance of 10,000,000 0.28 2,800,000 95,135 2,704,865 During the year ended June 30, 2021, Mr. Forzani advanced the Company $ 54,833 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 9 – DISCONTINUED OPERATIONS On January 21, 2021, Shefali Vibhakar, President of the Company closed a Share Purchase Agreement (the “Agreement”) that she entered into with Johnny Forzani to sell all of her 17,000,000 10,000,000 177,000 Further, as part of the Agreement, Ms. Vibhakar agrees to spin out all of the Company’s assets (except for certain machinery valued at $40,000 – which is subject to a separate purchase agreement) as well as all of the Company’s liabilities (except the Company’s note with Tangiers Capital, LLC and Twiga Capital). The value date of the assets and liabilities will be January 21, 2021. In accordance with the provisions of ASC 205-20, Presentation of Financial Statements Disposal Groups, Including Discontinued Operations June 30, 2021 June 30, 2020 Current Assets of Discontinued Operations: Cash $ - $ 174,879 Accounts receivable - 86,375 Total Current Assets of Discontinued Operations: - 261,254 Machinery and equipment, net - 360,431 Real property & plant, net - 226,553 Total Non-Current Assets of Discontinued Operations: $ - $ 586,984 Current Liabilities of Discontinued Operations: Accounts payable and accrued liabilities $ - $ 48,868 Accrued interest, related party - 11,279 Accrued compensation - 6,548 Lines of credit - 37,547 Loans payable - 47,377 Due to related party - 122,729 Total Current Liabilities of Discontinued Operations - 274,348 Non-Current Liabilities of Discontinued Operations: Line of credit - 70,246 Loans payable - 290,734 Total Non-Current Liabilities of Discontinued Operations $ - $ 360,980 In accordance with the provisions of ASC 205-20, Presentation of Financial Statements For the Years Ended June 30, 2021 2020 Revenue $ 381,472 $ 605,433 Cost of revenue 269,638 398,385 Gross Margin 111,834 207,048 Operating Expenses: Professional fees — 3,800 Payroll expense 32,676 82,113 General & administrative expenses 37,882 112,550 Total operating expenses 70,558 198,463 Income from operations 41,276 8,585 Total other expense (15,854 ) (38,354 ) Net income (loss) from discontinued operations $ 25,442 $ (29,769 ) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES 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. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21 Net deferred tax assets consist of the following components as of June 30: Schedule of net deferred tax assets 2021 2020 Deferred Tax Assets: NOL Carryover $ 732,000 $ 73,800 Deferred tax liabilities: Less valuation allowance (732,000 ) $ (73,800 ) Net deferred tax assets $ — $ — The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended June 30, due to the following: Schedule of income tax provision 2021 2020 Federal income tax benefit attributable to: Current operations $ (658,000 ) $ (67,400 ) Less: Valuation allowance 658,000 67,400 Net provision for Federal income taxes $ — $ — At June 30, 2021, the Company had net operating loss carry forwards of approximately $ 732,000 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it has no material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are carried at the lower of cost or net realizable value. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. |
Stock-based Compensation | Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements. |
Fair value of financial instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2021. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of June 30, 2021 or 2021. |
Income taxes | Income taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Net income (loss) per common share | Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The Company’s diluted loss per share is the same as the basic loss per share for the years ended June 30, 2021 and 2020, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
PROPERTY, PLANT & EQUIPMENT (Ta
PROPERTY, PLANT & EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | Property, Plant & Equipment June 30, 2021 June 30, 2020 Leasehold Improvements $ — $ — Machinery and Equipment 117,135 — Real Property & Plant — — Less: accumulated depreciation 8,118 — Fixed assets, net $ 109,017 $ — |
Software cost | Software cost June 30, 2021 Software $ 18,000 Less: accumulated depreciation 2,750 Software, net $ 15,250 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Disposal Groups, Including Discontinued Operations June 30, 2021 June 30, 2020 Current Assets of Discontinued Operations: Cash $ - $ 174,879 Accounts receivable - 86,375 Total Current Assets of Discontinued Operations: - 261,254 Machinery and equipment, net - 360,431 Real property & plant, net - 226,553 Total Non-Current Assets of Discontinued Operations: $ - $ 586,984 Current Liabilities of Discontinued Operations: Accounts payable and accrued liabilities $ - $ 48,868 Accrued interest, related party - 11,279 Accrued compensation - 6,548 Lines of credit - 37,547 Loans payable - 47,377 Due to related party - 122,729 Total Current Liabilities of Discontinued Operations - 274,348 Non-Current Liabilities of Discontinued Operations: Line of credit - 70,246 Loans payable - 290,734 Total Non-Current Liabilities of Discontinued Operations $ - $ 360,980 In accordance with the provisions of ASC 205-20, Presentation of Financial Statements For the Years Ended June 30, 2021 2020 Revenue $ 381,472 $ 605,433 Cost of revenue 269,638 398,385 Gross Margin 111,834 207,048 Operating Expenses: Professional fees — 3,800 Payroll expense 32,676 82,113 General & administrative expenses 37,882 112,550 Total operating expenses 70,558 198,463 Income from operations 41,276 8,585 Total other expense (15,854 ) (38,354 ) Net income (loss) from discontinued operations $ 25,442 $ (29,769 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | Schedule of net deferred tax assets 2021 2020 Deferred Tax Assets: NOL Carryover $ 732,000 $ 73,800 Deferred tax liabilities: Less valuation allowance (732,000 ) $ (73,800 ) Net deferred tax assets $ — $ — |
Schedule of income tax provision | Schedule of income tax provision 2021 2020 Federal income tax benefit attributable to: Current operations $ (658,000 ) $ (67,400 ) Less: Valuation allowance 658,000 67,400 Net provision for Federal income taxes $ — $ — |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | 1 Months Ended |
Jan. 21, 2021USD ($)shares | |
Share Purchase Agreement [Member] | Shefali Vibhakar [Member] | |
Offsetting Assets [Line Items] | |
Cash consideration | $ | $ 177,000 |
Share Purchase Agreement [Member] | Shefali Vibhakar [Member] | Common Stock [Member] | |
Offsetting Assets [Line Items] | |
Number of stock sold | 17,000,000 |
Share Purchase Agreement [Member] | Shefali Vibhakar [Member] | Preferred Stock [Member] | |
Offsetting Assets [Line Items] | |
Number of stock sold | 10,000,000 |
Acquisition Agreement [Member] | Forzani [Member] | |
Offsetting Assets [Line Items] | |
Common Stock, Voting Rights | Mr. Forzani now has voting control over 93.9% of the Company’s issued and outstanding common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated Deficit | $ 3,494,730 | $ 351,590 |
Gain loss on Disposition of Assets | $ 3,069,884 |
PROPERTY, PLANT & EQUIPMENT- Pr
PROPERTY, PLANT & EQUIPMENT- Property, Plant and equipment stated at cost (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Abstract] | ||
Leasehold Improvements | $ 0 | $ 0 |
Machinery and Equipment | 117,135 | |
Real Property & Plant | 0 | 0 |
Less: accumulated depreciation | 8,118 | 0 |
Fixed assets, net | $ 109,017 | $ 0 |
PROPERTY, PLANT & EQUIPMENT- So
PROPERTY, PLANT & EQUIPMENT- Software cost (Details) | Jun. 30, 2021USD ($) |
Property, Plant and Equipment [Abstract] | |
Software | $ 18,000 |
Less: accumulated depreciation | 2,750 |
Software, net | $ 15,250 |
PROPERTY, PLANT & EQUIPMENT (De
PROPERTY, PLANT & EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 8,118 | $ 7,164 |
Amortization expense | $ 2,750 | $ 0 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Promissory note | Company executed a 10% convertible promissory note in which it agreed to borrow up to $300,000. The note is convertible at a price per share equal to the lower of (a) the Fixed Conversion Price (which is fixed at a price equal to $0.30); or (b) 80% of the lowest trading price of the Company’s common stock during the 5 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. |
Principal amount | $ 125,000 |
Original debt discount | 25,000 |
Beneficial conversion feature | 200,000 |
Debt discount | 150,000 |
Loss on issuance of convertible debt | 75,000 |
Principal due | 150,000 |
Interest due | $ 40,250 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | Nov. 05, 2017 | Jun. 30, 2021 | Jun. 30, 2020 |
Line of Credit Facility [Line Items] | |||
Loan Payable | $ 122,729 | $ 0 | |
Accrued Interest | 57,649 | 15,000 | |
Line of Credit [Member] | Twiga Capital Partners | |||
Line of Credit Facility [Line Items] | |||
Line of Credit maximum limit | $ 500,000 | ||
Interest rate | 5.00% | ||
Loan Payable | 122,729 | 122,729 | |
Accrued Interest | $ 17,339 | $ 11,279 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | |
Feb. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | |||
Common Stock Shares Authorized | 700,000,000 | 100,000,000 | 100,000,000 |
Forward stock split | 10 shares every 1 share | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock Shares Authorized | 25,000,000 | 25,000,000 | |
Preferred Stock Par Value | $ 0.001 | $ 0.001 | |
Stock Conversion | The Preferred Stock constitutes a convertible stock in which (1) one Preferred Share is convertible into (5) five Common Shares. The Preferred Stockholders are entitled to vote on any matters on which the common stock holders are entitled to vote. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 21, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | |||
Stock issued for asset acquisitions, Value | $ 2,800,000 | ||
Common stock issued for assets | 95,135 | ||
Loss on asset acquisition related party | 2,704,865 | $ 0 | |
Proceeds from related party | $ 54,833 | $ 20,660 | |
Acquisition Agreement [Member] | Forzani [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued for asset acquisitions, Shares | 10,000,000 | ||
Share Price | $ 0.28 | ||
Stock issued for asset acquisitions, Value | $ 2,800,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Current Assets of Discontinued Operations: | ||
Cash | $ 0 | $ 174,879 |
Accounts receivable | 0 | 86,375 |
Total Current Assets of Discontinued Operations: | 0 | 261,254 |
Machinery and equipment, net | 0 | 360,431 |
Real property & plant, net | 0 | 226,553 |
Total Non-Current Assets of Discontinued Operations: | 0 | 586,984 |
Current Liabilities of Discontinued Operations: | ||
Accounts payable and accrued liabilities | 0 | 48,868 |
Accrued interest, related party | 0 | 11,279 |
Accrued compensation | 0 | 6,548 |
Lines of credit | 0 | 37,547 |
Loans payable | 0 | 47,377 |
Due to related party | 0 | 122,729 |
Total Current Liabilities of Discontinued Operations | 0 | 274,348 |
Non-Current Liabilities of Discontinued Operations: | ||
Line of credit | 0 | 70,246 |
Loans payable | 0 | 290,734 |
Total Non-Current Liabilities of Discontinued Operations | 0 | 360,980 |
Revenue | 381,472 | 605,433 |
Cost of revenue | 269,638 | 398,385 |
Gross Margin | 111,834 | 207,048 |
Operating Expenses: | ||
Professional fees | 0 | 3,800 |
Payroll expense | 32,676 | 82,113 |
General & administrative expenses | 37,882 | 112,550 |
Total operating expenses | 70,558 | 198,463 |
Income from operations | 41,276 | 8,585 |
Total other expense | (15,854) | (38,354) |
Net income (loss) from discontinued operations | $ 25,442 | $ (29,769) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details Narrative) - Share Purchase Agreement [Member] - Shefali Vibhakar [Member] | 1 Months Ended |
Jan. 21, 2021USD ($)shares | |
Offsetting Assets [Line Items] | |
Cash consideration | $ | $ 177,000 |
Common Stock [Member] | |
Offsetting Assets [Line Items] | |
Number of stock sold | 17,000,000 |
Preferred Stock [Member] | |
Offsetting Assets [Line Items] | |
Number of stock sold | 10,000,000 |
INCOME TAXES- Net deferred tax
INCOME TAXES- Net deferred tax assets (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred Tax Assets: | ||
NOL Carryover | $ 732,000 | $ 73,800 |
Deferred tax liabilities: | ||
Less valuation allowance | (732,000) | (73,800) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Federal income tax benefit attributable to: | ||
Current operations | $ (658,000) | $ (67,400) |
Less: Valuation allowance | 658,000 | 67,400 |
Net provision for Federal income taxes | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax rate | 21.00% | 21.00% |
Net operating loss carry forwards | $ 732,000 | $ 73,800 |