Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | TEGO CYBER INC. | |
Entity Central Index Key | 0001815632 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | No | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 27,316,377 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56370 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 84-2678167 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 8565 South Eastern Avenue | |
Entity Address Address Line 2 | Suite 150 | |
Entity Address City Or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89123 | |
City Area Code | 855 | |
Local Phone Number | 939-0100 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Current assets | ||
Cash | $ 37,459 | $ 47,742 |
Accounts receivable | 0 | 1,150 |
Prepaid expenses (Note 5) | 111,978 | 66,119 |
Total current assets | 149,437 | 115,011 |
Computer equipment, net | 1,398 | 3,207 |
Software (Note 6) | 507,185 | 411,122 |
TOTAL ASSETS | 658,020 | 529,340 |
LIABILITIES & SHAREHOLDERS' DEFICIT | ||
Accounts payable & accrued liabilities (Note 7) | 67,677 | 66,066 |
Convertible debts | 336,767 | 0 |
TOTAL LIABILITIES | 404,444 | 66,066 |
SHAREHOLDERS' EQUITY | ||
Common shares 50,000,000 shares authorized $0.001 par value 26,483,044 shares issued and outstanding at September 30, 2022 and 25,508,044 shares at June 30, 2022 | 26,483 | 25,508 |
Additional paid in capital | 5,697,941 | 4,586,049 |
Accumulated deficit | (5,470,848) | (4,148,283) |
TOTAL SHAREHOLDERS' EQUITY | 253,576 | 463,274 |
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY | $ 658,020 | $ 529,340 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 |
BALANCE SHEETS | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 26,483,044 | 25,508,044 |
Common stock, outstanding | 26,483,044 | 25,508,044 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING EXPENSES | ||
General & administration | $ 255,145 | $ 260,341 |
Professional fees | 64,962 | 117,274 |
Sales & marketing | 180,324 | 65,382 |
Share based compensation | 625,367 | 0 |
TOTAL OPERATING EXPENSES | 1,125,798 | 442,997 |
NET OPERATING LOSS | (1,125,798) | (442,997) |
OTHER INCOME (EXPENSE) | ||
Accretion expense | 0 | (29,215) |
Interest on issuance of debts | (196,767) | 0 |
TOTAL OTHER INCOME (EXPENSE) | (196,767) | (29,215) |
NET LOSS | $ (1,322,565) | $ (472,212) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.05) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 26,305,571 | 19,335,634 |
STATEMENTS OF CHANGES IN SHARES
STATEMENTS OF CHANGES IN SHARESHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] |
Balance, shares at Jun. 30, 2021 | 18,296,511 | ||||
Balance, amount at Jun. 30, 2021 | $ 728,046 | $ 18,297 | $ 1,720,631 | $ (10,500) | $ (1,000,382) |
Shares issued for cash, shares | 5,458,810 | ||||
Shares issued for cash, amount | 1,355,202 | $ 5,459 | 1,359,243 | (9,500) | 0 |
Net loss for the three months ended September 30, 2021 | (472,212) | $ 0 | 0 | 0 | (472,212) |
Share-based compensation | 0 | ||||
Balance, shares at Sep. 30, 2021 | 23,755,321 | ||||
Balance, amount at Sep. 30, 2021 | 1,611,036 | $ 23,756 | 3,079,874 | (20,000) | (1,472,594) |
Balance, shares at Jun. 30, 2022 | 25,508,044 | ||||
Balance, amount at Jun. 30, 2022 | 463,274 | $ 25,508 | 4,586,049 | 0 | (4,148,283) |
Net loss for the three months ended September 30, 2021 | (1,322,565) | $ 0 | 0 | 0 | (1,322,565) |
Shares issued as transaction costs for convertible debt, shares | 700,000 | ||||
Shares issued as transaction costs for convertible debt, amount | 350,000 | $ 700 | 349,300 | 0 | 0 |
Shares issued for services, shares | 275,000 | ||||
Shares issued for services, amount | 137,500 | $ 275 | 137,225 | 0 | 0 |
Share-based compensation | 625,367 | $ 0 | 625,367 | 0 | 0 |
Balance, shares at Sep. 30, 2022 | 26,483,044 | ||||
Balance, amount at Sep. 30, 2022 | $ 253,576 | $ 26,483 | $ 5,697,941 | $ 0 | $ (5,470,848) |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (1,322,565) | $ (472,212) |
Items not affecting cash | ||
Shares issued for services | 137,500 | 0 |
Interest on short term debt | 0 | 1,816 |
Amortization | 1,809 | 0 |
Accretion expense | 0 | 29,215 |
Interest on issuance of debt | 196,767 | 0 |
Share-based compensation | 625,367 | 0 |
Changes in non-cash working capital items: | ||
Accounts receivable | 1,150 | 300 |
Prepaid expenses | (45,859) | 9,273 |
Accounts payable and accrued liabilities | 1,611 | 14,928 |
NET CASH USED IN OPERATING ACTIVITIES | (404,220) | (416,680) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capitalized software development costs | (96,063) | (36,950) |
NET CASH USED IN INVESTING ACTIVITIES | (96,063) | (36,950) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from shares issued | 0 | 1,355,202 |
Proceeds from issuance of convertible debt | 210,000 | 0 |
Convertible debt issuance costs | 267,334 | 0 |
Interest on short-term loan | 12,666 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 490,000 | 1,355,202 |
NET INCREASE (DECREASE) IN CASH | (10,283) | 901,572 |
CASH AT BEGINNING OF THE PERIOD | 47,742 | 583,015 |
CASH AT END OF THE PERIOD | $ 37,459 | $ 1,484,587 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Tego Cyber Inc. (the “Company”) was incorporated in the State of Nevada on September 6, 2019. It was created to capitalize on the emerging cyber threat intelligence market and has developed a state-of-the-art cyber threat intelligence application that enriches threat data to help enterprises identify cyber threats within their environments. Tego Guardian is a proactive intelligent cyberthreat hunting tool that gives enterprises the ability to quickly track threats throughout their networks, mapping out exposures and expediting remediation. Tego Guardian integrates with the widely used Splunk Security Information and Event Management (SIEM) platform. Tego Guardian is a Splunk approved app and available for download through Splunk’s marketplace. The Company plans on developing future versions of Tego Guardian for integration with other established SIEM systems and platforms including: Elastic, IBM QRadar, AT&T AlienVault, Exabeam, and Google Chronical. The Company’s head office is at 8565 S. Eastern Ave. #150, Las Vegas, Nevada, 89123. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Sep. 30, 2022 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 2 – BASIS OF PRESENTATION The accompanying audited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). In the opinion of management, the financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the period presented. The accompanying financial statements have been prepared to present the balance sheets, the statements of operations, statements of changes in shareholders’ equity and the statements of cash flows of the Company for the years ended June 30, 2022 and 2021. The accompanying audited financial statements have been prepared in accordance with US GAAP using Company-specific information where available and allocations and estimates where data is not maintained on a Company-specific basis within its books and records. Due to the allocations and estimates used to prepare the financial statements, they may not reflect the financial position, cash flows and results of operations of the Company in the future or its operations, cash flows and financial position. The preparation of financial statements in accordance with US GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 3 Months Ended |
Sep. 30, 2022 | |
GOING CONCERN UNCERTAINTY | |
GOING CONCERN UNCERTAINTY | NOTE 3 – GOING CONCERN UNCERTAINTY The accompanying 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 the business. The Company has incurred material losses from operations and has an accumulated deficit. At September 30, 2022, the Company had a negative working capital of $255,007. For the three months ended September 30, 2022, the Company sustained net losses and generated negative cash flows from operations. In March 2020, the World Health Organization recognized the outbreak of COVID-19 as a global pandemic. The COVID-19 pandemic and government actions implemented to contain the further spread of COVID-19 have severely restricted economic activity around the world. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. These adjustments could be material. The Company’s continuation as a going concern is contingent upon its ability to earn adequate revenues from operations and to obtain additional financing. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to US GAAP and have been consistently applied in the preparation of the financial statements. Basis of Preparation The accompanying financial statements have been prepared to present the balance sheets, the statements of operations, statements of changes in shareholders’ equity and statements of cash flows of the Company for the three month periods ended September 30, 2022 and 2021 and have been prepared in accordance with US GAAP. Use of Estimates In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. As at September 30, 2022, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality. With respect to accounts receivable, the Company extended credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary. Cash Cash consists of cash held at major financial institutions and is subject to insignificant risk of changes in value. Receivables and Allowance for Doubtful Accounts Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the three month period ended September 30, 2022 and the year ended June 30, 2022, based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of September 30, 2022 and June 30, 2022, there was no allowance for doubtful accounts and the Company does not have any off-balance-sheet credit exposure related to its customers. Software Software is stated at cost less accumulated amortization and is depreciated using the straight-line method over the estimated useful life of the asset. The estimated useful life of the asset is 5 years and is not depreciated until it is available for use by the Company. Leases The Company determines if an arrangement is a lease at inception. Operating and financing right-of-use assets and lease liabilities are included on the balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset. The lease terms may include options to extend or terminate the lease is it is reasonably certain the Company will exercise that option. The Company leases its corporate office located at 8565 S. Eastern Ave. #150, Las Vegas, Nevada. The initial lease term is for 12 months commencing on September 8, 2019 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice. The Company has elected the short-term lease practical expedient of 12 months and has not recorded a lease. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. For cash, accounts receivable, accounts payable and accrued liabilities and due to related parties, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. For convertible debts, the carrying values, excluding any unamortized discounts, approximate the respective fair value. The convertible debts have been discounted to reflect their net present value as at September 30, 2022. The carrying values of embedded conversion features not considered to be derivative instruments were determined by allocating the remaining carrying value of the convertible debt after deducting the estimated carrying value of the liability portion. Estimating fair value for warrants require determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate requires determining the most appropriate inputs to the valuation model including the expected life of the warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. Revenue Recognition Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers The Company currently has not generated any revenue from its threat intelligence software. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities. Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings (loss) per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings (loss) per share. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In June 2020, the FASB issued ASU 2020-05 in response to the ongoing impacts to U.S. businesses in response to the COVID-19 pandemic. ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities provide a limited deferral of the effective dates for implementing previously issued ASU 606 and ASU 842 to give some relief to businesses considering the difficulties they are facing during the pandemic. These entities may defer application to fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. As the Company has already adopted ASU 606 and ASU 842, the Company does not anticipate any effect on its financial statements. In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
PREPAID EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Sep. 30, 2022 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | NOTE 5 – PREPAID EXPENSES Prepaid expense balance as of September 30, 2022 and June 30, 2022 consisted of the following: September 30, 2022 June 30, 2022 Advertising & promotion $ 10,109 $ 5,500 Consultants & contractors 10,055 5,301 Platform costs 21,814 30,318 Software development 70,000 25,000 Total $ 111,978 $ 66,119 |
SOFTWARE
SOFTWARE | 3 Months Ended |
Sep. 30, 2022 | |
SOFTWARE | |
SOFTWARE | NOTE 6 – SOFTWARE The Company has developed an automated threat intelligence defense platform, marketed as Tego Guardian. Tego Guardian is a threat correlation and threat hunting application that integrates directly into existing Security Information and Event Management (SIEM) platforms to provide threat tracking, mapping of exposures, and assist with expeditikng remediation. With performance capable of querying over 1 million records in just 4 seconds, Tego Guardian saves security operations teams time and money in an environment where timing is everything as efforts are made to lower mean-time-to-detection (MTTD) and mean-time-to-response (MTTR). What makes Tego Guardian different from other cyber threat correlation applications, is that it is the first commercially available solution that was specifically developed for the customer’s existing SIEM platform. It operates within the platform environment, so security operations teams do not have to use multiple tools and views to complete a specific task or research a threat. Tego Guardian cross-correlates threats in real time and not only looks forward but also backwards in order to see if the organization’s network has been previously exposed (active foresight and hindsight). The first version of Tego Guardian integrates with the industry leading Splunk® SIEM platform. Tego Guardian is now available for download through Splunk’s app store and is compatible with Splunk Cloud and Splunk Enterprise versions: 9.0, 8.2, 8.1, and 8.0. Balance, June 30, 2021 $ 75,750 Additions 335,373 Depreciation - Balance, June 30, 2022 $ 411,123 Additions 96,062 Depreciation - Balance, September 30, 2022 $ 507,185 As at September 30, 2022, the software was not generating revenue and no depreciation has been recorded for the periods then ended. It is expected the software will begin to generate revenue in the quarter ended December 31, 2022. |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 3 Months Ended |
Sep. 30, 2022 | |
ACCOUNTS PAYABLE | |
ACCOUNTS PAYABLE | NOTE 7 – ACCOUNTS PAYABLE Accounts payable balance as of September 30, 2022 and June 30, 2022 consisted of the following: September 30, 2022 June 30, 2022 Exchange & listing fees 710 - Legal & accounting 13,213 23,247 Platform costs 2,856 - Software development 50,898 42,819 Total $ 67,677 $ 66,066 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Related parties are natural persons or other entities that have the ability, directly, or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. During the three month period ended September 30, 2022, there were transactions incurred between the Company and Shannon Wilkinson, Director, CEO, President, Secretary and Treasurer of the Company for management fees of $Nil (September 30, 2021 - $45,000) and gross wages of $30,000 (September 30, 2021 - $8,692). During the three month period ended September 30, 2022, there were transactions incurred between the Company and Earl Johnson, Chief Financial Officer of the Company for gross wages of $9,000 (September 30, 2021 - $Nil). During the three month period ended September 30, 2022, there were transactions incurred between the Company and Chris White, Director and Chief Information Security Officer of the Company for management fees of $Nil (September 30, 2021 - $12,500) and gross wages of $12,500 (September 30, 2021 - $6,519). During the three month period ended September 30, 2022, there were transactions incurred between the Company and Troy Wilkinson, Director of the Company for management fees of $10,000 (September 30, 2021 - $20,000). |
COMMON SHARES
COMMON SHARES | 3 Months Ended |
Sep. 30, 2022 | |
COMMON SHARES | |
COMMON SHARES | NOTE 9 – COMMON SHARES Common Stock At September 30, 2022, the Company’s authorized capital consisted of 50,000,000 of common shares with a $0.001 During the three month period ended September 30, 2022, the Company incurred the following transactions: On July 12, 2022, the Company issued 350,000 common shares at a price of $0.50 per share for transaction costs associated with a convertible debt. On July 15, 2022, the Company issued 175,000 common shares at a price of $0.50 per share for transaction costs associated with a convertible debt. On July 18, 2022, the Company issued 175,000 common shares at a price of $0.50 per share for transaction costs associated with a convertible debt. On July 26, 2022, the Company issued 275,000 common shares at a price of $0.50 per share for marketing and branding services valued at $137,500. During the year ended June 30, 2022, the Company incurred the following transactions: During the period July 1, 2021 to October 28, 2021, the Company completed various private placements whereby a total of 5,558,810 common shares were issued for a total proceeds of $1,425,202. On October 15, 2021, the Company issued 125,000 common shares at a price of $0.80 per share for marketing services valued at $100,000. On October 28, 2021, the Company issued 28,572 common shares at a price of $0.70 per share for legal services valued at $20,000. On December 8, 2021, the Company issued 50,000 common shares at a price of $0.71 per share for consulting services valued at $35,250. On December 31, 2021, the Company issued 583,936 common shares for the conversion of debt at a conversion price of $0.10 per share for a total value of $58,394. See Note 10 (a). On December 31, 2021, the Company issued 353,215 common shares for the conversion of debt at a conversion price of $0.10 per share for a total value of $35,321. See Note 10 (b). On January 1, 2022, the Company issued 100,000 common shares at a price of $0.65 per share for consulting services valued at $65,000. On March 25, 2022, the Company issued 12,000 shares to a non-related party at a price of $0.60 per share for a total value of $7,200 in exchange for services. On May 19, 2022, the Company issued 400,000 shares to a non-related party at a price of $0.577 per share for investor relations services valued at $230,800. Warrants On December 28, 2020, the Company granted 1,100,000 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $146,942 using the Black Scholes Option Pricing Model. On March 25, 2021, the Company granted 1,100,000 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $148,438 using the Black Scholes Option Pricing Model. On April 22, 2021, the Company granted 506,838 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $399,087 using the Black Scholes Option Pricing Model. On April 28, 2021, the Company granted 307,408 warrants with a contractual life of two years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction. The warrants were valued at $196,399 using the Black Scholes Option Pricing Model. On July 12, 2022, the Company granted 500,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction (Note 10). The warrants were valued at $215,638 using the Black Scholes Option Pricing Model On July 15, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction (Note 10). The warrants were valued at $107,848 using the Black Scholes Option Pricing Model On July 18, 2022, the Company granted 250,000 warrants with a contractual life of five years and exercise price of $0.25 per share to a lender as part of the convertible debt financing transaction (Note 10). The warrants were valued at $107,831 using the Black Scholes Option Pricing Model The Black Scholes Option Pricing Model assumptions used in the valuation of the warrants are outlined below. The stock price was based on recent issuances. Expected life was based on the expiry date of the warrants as the Company did not have historical exercise data of such warrants. September 30, 2022 Stock price $0.50 - $0.51 Risk-free interest rate 3.19%-3.22% Expected life 5 Years Expected dividend rate 0 Expected volatility 103.20% - 03.28% Continuity of the Company’s common stock purchase warrants issued and outstanding is as follows: Number of Warrants Weighted Average Exercise Price Outstanding, June 30, 2022 3,014,246 $ 0.25 Granted 1,000,000 0.25 Exercised - - Expired - - Outstanding, September 30, 2022 4,014,246 $ 0.25 As at September 30, 2022, the weighted average remaining contractual life of warrants outstanding was 4.80 years with an intrinsic value of $0.25. Stock Options On December 8, 2021, the Board of Directors of the Company approved the adoption of the 2021 Equity Compensation Plan (the “Equity Compensation Plan”) to provide employees, certain consultants and advisors who perform services for the Company , The following is a continuity schedule for the Company’s outstanding non-qualified stock options: Number of options Weighted Average Exercise Price Outstanding, June 30, 2022 6,000,000 $ 0.65 Granted - - Exercised - - Cancelled - - Outstanding, September 30, 2022 6,000,000 $ 0.65 At September 30, 2022, the Company had the following stock options outstanding: Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date January 3, 2022 125,000 - $ 0.65 9.27 January 3, 2032 January 4, 2022 5,875,000 - 0.65 9.27 January 4, 2032 Total 6,000,000 - $ 0.65 9.27 During the three month period ended September 30, 2022, the Company recorded $987,691 as share-based compensation relating to the issuance of the non-qualified stock options. The fair value of the options granted during the year ended June 30, 2022 was estimated on the date of the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: Expected volatility 91.03 % Expected option life (years) 6 years Risk-free interest rate (10-year U.S. treasury yield) 1.55 - 1.66 % Expected dividend yield 0 % Performance Stock Units On December 8, 2021, the Board of Directors of the Company approved the adoption of the 2021 Equity Compensation Plan (the “Equity Compensation Plan”) to provide employees, certain consultants and advisors who perform services for the Company , The following is a continuity schedule for the Company’s outstanding performance stock units: Number of Performance Units Weighted Average Exercise Price Outstanding, June 30, 2022 4,000,000 $ - Granted - - Released - - Forfeited or cancelled - - Outstanding, September 30, 2022 4,000,000 $ - At September 30, 2022, the Company had the following performance units outstanding: Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date March 8, 2022 4,000,000 - USD $0.00 4.25 December 31, 2026 Total 4,000,000 - USD $0.00 4.25 During the three month period ended September 30, 2022, the Company recorded $543,639 as share-based compensation relating to the issuance of the performance units. The fair value of the performance units granted during the year ended June 30, 2022 was estimated on the date of the grant date using the N(d2) output from a Black-Scholes model to calculate the value of the award multiplying N(d2) by the current stock price as of the valuation date with the following weighted average assumptions: Expected volatility 85.0 % Requisite period 4.25 years Risk-free interest rate (US Treasury Bond rate as of the grant date) 1.80 % Expected dividend yield 0 % |
COVERTIBLE DEBTS
COVERTIBLE DEBTS | 3 Months Ended |
Sep. 30, 2022 | |
COVERTIBLE DEBTS | |
COVERTIBLE DEBTS | NOTE 10 – CONVERTIBLE DEBTS On July 12, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a convertible debt in the principal amount of $300,000 at $270,000 with $30,000 original issue discount. In connection with this note, the Company paid an additional $27,500 in cash transaction costs, issued 150,000 common shares valued at $75,000 in transaction costs, and issued 500,000 warrants exercisable at $0.25 per share, expiring on July 12, 2027. This convertible debt is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly, is convertible at the lower of the lowest trading price during the previous 20 Trading Day period either (i) ending on date of conversion of this Note or (ii) the date hereof, and matures on January 12, 2023 (the “Maturity Date”). The Maturity Date may be extended by up to 6 months following the date of the original Maturity Date. In the event that the Maturity Date is extended, the interest rate shall increase to 15% per annum for any period following the original Maturity Date, payable monthly. On July 15, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a convertible debt in the principal amount of $150,000 at $135,000 with $15,000 original issue discount. In connection with this note, the Company paid an additional $11,250 in cash transaction costs, issued 75,000 common shares valued at $37,500 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on July 15, 2027. This convertible debt is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly, is convertible at the lower of the lowest trading price during the previous 20 Trading Day period either (i) ending on date of conversion of this Note or (ii) the date hereof, and matures on January 12, 2023 (the “Maturity Date”). The Maturity Date may be extended by up to 6 months following the date of the original Maturity Date. In the event that the Maturity Date is extended, the interest rate shall increase to 15% per annum for any period following the original Maturity Date, payable monthly. On July 18, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a convertible debt in the principal amount of $150,000 at $135,000 with $15,000 original issue discount. In connection with this note, the Company paid an additional $11,250 in cash transaction costs, issued 75,000 common shares valued at $37,500 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on July 18, 2027. This convertible debt is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly, is convertible at the lower of the lowest trading price during the previous 20 Trading Day period either (i) ending on date of conversion of this Note or (ii) the date hereof, and matures on January 12, 2023 (the “Maturity Date”). The Maturity Date may be extended by up to 6 months following the date of the original Maturity Date. In the event that the Maturity Date is extended, the interest rate shall increase to 15% per annum for any period following the original Maturity Date, payable monthly. On October 13, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a convertible debt in the principal amount of $150,000 at $135,000 with $15,000 original issue discount. In connection with this note, the Company paid an additional $23,750 in cash transaction costs, issued 166,667 common shares valued at $50,000 in transaction costs, and issued 500,000 warrants exercisable at $0.25 per share, expiring on October 13, 2027. This convertible debt is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly, is convertible at the lower of the lowest trading price during the previous 20 Trading Day period either (i) ending on date of conversion of this Note or (ii) the date hereof, and matures on April 13, 2023 (the “Maturity Date”). The Maturity Date may be extended by up to 6 months following the date of the original Maturity Date. In the event that the Maturity Date is extended, the interest rate shall increase to 18% per annum for any period following the original Maturity Date, payable monthly. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES The Company leases its corporate office located at 8565 S. Eastern Ave. #150, Las Vegas, Nevada. The initial lease term is for 12 months commencing on September 8, 2019 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice. The Company has elected the short-term lease practical expedient of 12 months and has not recorded a lease. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 12 – INCOME TAXES As of September 30, 2022, the Company was in a loss position; therefore, no deferred tax liability was recognized related to the undistributed earnings subject to withholding tax. Net operating loss carry forward of the Company, amounted to $3,603,453 (June 30, 2022 - $2,909,935) for the three month period ended September 30, 2022. The net operating loss carry forwards are available to be utilized against future taxable income for years through calendar year 2042. In assessing the reliability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled projected future taxable income, and tax planning strategies in making this assessment. |
RECLASSIFICATION OF PRIOR YEAR
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | 3 Months Ended |
Sep. 30, 2022 | |
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | |
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | NOTE 13 – RECLASSIFICATION OF PRIOR YEAR PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications are limited to the Statement of Operations and have no effect on the reported results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On October 13, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a convertible debt in the principal amount of $150,000 at $135,000 with $15,000 original issue discount. In connection with this note, the Company paid an additional $23,750 in cash transaction costs, issued 166,667 common shares valued at $50,000 in transaction costs, and issued 500,000 warrants exercisable at $0.25 per share, expiring on October 13, 2027. This convertible debt is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly, is convertible at the lower of the lowest trading price during the previous 20 Trading Day period either (i) ending on date of conversion of this Note or (ii) the date hereof, and matures on April 13, 2023 (the “Maturity Date”). The Maturity Date may be extended by up to 6 months following the date of the original Maturity Date. In the event that the Maturity Date is extended, the interest rate shall increase to 18% per annum for any period following the original Maturity Date, payable monthly. On October 13, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a convertible debt in the principal amount of $75,000 at $135,000 with $7,500 original issue discount. In connection with this note, the Company paid an additional $5,625 in cash transaction costs, issued 83,300 common shares valued at $25,000 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on October July 13, 2027. This convertible debt is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly, is convertible at the lower of the lowest trading price during the previous 20 Trading Day period either (i) ending on date of conversion of this Note or (ii) the date hereof, and matures on April 13, 2023 (the “Maturity Date”). The Maturity Date may be extended by up to 6 months following the date of the original Maturity Date. In the event that the Maturity Date is extended, the interest rate shall increase to 18% per annum for any period following the original Maturity Date, payable monthly. On October 13, 2022, the Company entered into a securities purchase agreement with a non-related party. Pursuant to this agreement, the Company issued a convertible debt in the principal amount of $75,000 at $135,000 with $7,500 original issue discount. In connection with this note, the Company paid an additional $5,625 in cash transaction costs, issued 83,300 common shares valued at $25,000 in transaction costs, and issued 250,000 warrants exercisable at $0.25 per share, expiring on October July 13, 2027. This convertible debt is unsecured, bears interest at 10% per annum compounded on the basis of a 365-day year and actual days lapsed payable monthly, is convertible at the lower of the lowest trading price during the previous 20 Trading Day period either (i) ending on date of conversion of this Note or (ii) the date hereof, and matures on April 13, 2023 (the “Maturity Date”). The Maturity Date may be extended by up to 6 months following the date of the original Maturity Date. In the event that the Maturity Date is extended, the interest rate shall increase to 18% per annum for any period following the original Maturity Date, payable monthly. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Preparation | The accompanying financial statements have been prepared to present the balance sheets, the statements of operations, statements of changes in shareholders’ equity and statements of cash flows of the Company for the three month periods ended September 30, 2022 and 2021 and have been prepared in accordance with US GAAP. |
Use of Estimates | In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. As at September 30, 2022, substantially all of the Company’s cash was held by major financial institutions located in the United States, which management believes are of high credit quality. With respect to accounts receivable, the Company extended credit based on an evaluation of the customer’s financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary. |
Cash | Cash consists of cash held at major financial institutions and is subject to insignificant risk of changes in value. |
Receivables and Allowance for Doubtful Accounts | Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the three month period ended September 30, 2022 and the year ended June 30, 2022, based on management’s best estimate of the amount of probable credit losses in accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of September 30, 2022 and June 30, 2022, there was no allowance for doubtful accounts and the Company does not have any off-balance-sheet credit exposure related to its customers. |
Software | Software is stated at cost less accumulated amortization and is depreciated using the straight-line method over the estimated useful life of the asset. The estimated useful life of the asset is 5 years and is not depreciated until it is available for use by the Company. |
Leases | The Company determines if an arrangement is a lease at inception. Operating and financing right-of-use assets and lease liabilities are included on the balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset. The lease terms may include options to extend or terminate the lease is it is reasonably certain the Company will exercise that option. The Company leases its corporate office located at 8565 S. Eastern Ave. #150, Las Vegas, Nevada. The initial lease term is for 12 months commencing on September 8, 2019 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice. The Company has elected the short-term lease practical expedient of 12 months and has not recorded a lease. |
Fair Value of Financial Instruments | Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company’s financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. For cash, accounts receivable, accounts payable and accrued liabilities and due to related parties, it is management’s opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. For convertible debts, the carrying values, excluding any unamortized discounts, approximate the respective fair value. The convertible debts have been discounted to reflect their net present value as at September 30, 2022. The carrying values of embedded conversion features not considered to be derivative instruments were determined by allocating the remaining carrying value of the convertible debt after deducting the estimated carrying value of the liability portion. Estimating fair value for warrants require determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate requires determining the most appropriate inputs to the valuation model including the expected life of the warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them. |
Revenue Recognition | Revenue is recognized under ASC 606, “ Revenue from Contracts with Customers The Company currently has not generated any revenue from its threat intelligence software. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities. |
Earnings (Loss) per Share | Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings (loss) per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings (loss) per share. |
Recently Issued Accounting Pronouncements | In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In June 2020, the FASB issued ASU 2020-05 in response to the ongoing impacts to U.S. businesses in response to the COVID-19 pandemic. ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities provide a limited deferral of the effective dates for implementing previously issued ASU 606 and ASU 842 to give some relief to businesses considering the difficulties they are facing during the pandemic. These entities may defer application to fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. As the Company has already adopted ASU 606 and ASU 842, the Company does not anticipate any effect on its financial statements. In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
COVERTIBLE DEBTS | |
PREPAID EXPENSES | September 30, 2022 June 30, 2022 Advertising & promotion $ 10,109 $ 5,500 Consultants & contractors 10,055 5,301 Platform costs 21,814 30,318 Software development 70,000 25,000 Total $ 111,978 $ 66,119 |
SOFTWARE (Tables)
SOFTWARE (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
SOFTWARE | |
Software | Balance, June 30, 2021 $ 75,750 Additions 335,373 Depreciation - Balance, June 30, 2022 $ 411,123 Additions 96,062 Depreciation - Balance, September 30, 2022 $ 507,185 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
ACCOUNTS PAYABLE | |
ACCOUNTS PAYABLE | September 30, 2022 June 30, 2022 Exchange & listing fees 710 - Legal & accounting 13,213 23,247 Platform costs 2,856 - Software development 50,898 42,819 Total $ 67,677 $ 66,066 |
COMMON SHARES (Tables)
COMMON SHARES (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
SHAREHOLDERS' EQUITY | |
schedule for the Company's exercise warrant data | September 30, 2022 Stock price $0.50 - $0.51 Risk-free interest rate 3.19%-3.22% Expected life 5 Years Expected dividend rate 0 Expected volatility 103.20% - 03.28% |
schedule for the Company's outstanding non-qualified stock options: | Number of options Weighted Average Exercise Price Outstanding, June 30, 2022 6,000,000 $ 0.65 Granted - - Exercised - - Cancelled - - Outstanding, September 30, 2022 6,000,000 $ 0.65 |
Schedule of stock options outstanding: | Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date January 3, 2022 125,000 - $ 0.65 9.27 January 3, 2032 January 4, 2022 5,875,000 - 0.65 9.27 January 4, 2032 Total 6,000,000 - $ 0.65 9.27 |
Schedule of weighted average assumptions | Expected volatility 91.03 % Expected option life (years) 6 years Risk-free interest rate (10-year U.S. treasury yield) 1.55 - 1.66 % Expected dividend yield 0 % Expected volatility 85.0 % Requisite period 4.25 years Risk-free interest rate (US Treasury Bond rate as of the grant date) 1.80 % Expected dividend yield 0 % |
schedule for the Company's outstanding warrants: | Number of Warrants Weighted Average Exercise Price Outstanding, June 30, 2022 3,014,246 $ 0.25 Granted 1,000,000 0.25 Exercised - - Expired - - Outstanding, September 30, 2022 4,014,246 $ 0.25 |
schedule for the Company's outstanding performance stock units: | Number of Performance Units Weighted Average Exercise Price Outstanding, June 30, 2022 4,000,000 $ - Granted - - Released - - Forfeited or cancelled - - Outstanding, September 30, 2022 4,000,000 $ - Grant Date Number Outstanding Number Exercisable Exercise Price Weighted Average Life (Years) Expiry Date March 8, 2022 4,000,000 - USD $0.00 4.25 December 31, 2026 Total 4,000,000 - USD $0.00 4.25 |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
GOING CONCERN UNCERTAINTY | |
Negetive Working capital (Surplus) | $ 255,007 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Software [Member] | ||
Estimated useful life | 5 years |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
PREPAID EXPENSES (Details) | ||
Advertising and promotion | $ 10,109 | $ 5,500 |
Consultants and contractors | 10,055 | 5,301 |
Platform costs | 21,814 | 30,318 |
Software Development | 70,000 | 25,000 |
Total | $ 111,978 | $ 66,119 |
SOFTWARE (Details)
SOFTWARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
SOFTWARE | ||
Software, Beginning Balance | $ 411,123 | $ 75,750 |
Additions | 96,062 | 335,373 |
Depreciation | 0 | 0 |
Software, Ending Balance | $ 507,185 | $ 411,123 |
ACCOUNTS PAYABLE (Details)
ACCOUNTS PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
ACCOUNTS PAYABLE (Details) | ||
Exchange & listing fees | $ 710 | $ 0 |
Legal and accounting | 13,213 | 23,247 |
Platform cost | 2,856 | 0 |
Software development | 50,898 | 42,819 |
Total | $ 67,677 | $ 66,066 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Troy Wilkinson | ||
Management Fees | $ 10,000 | $ 20,000 |
Shannon Wilkinson | ||
Management Fees | 0 | 45,000 |
Gross Wages | 30,000 | 8,692 |
Chris White | ||
Management Fees | 0 | 12,500 |
Gross Wages | 12,500 | 6,519 |
Earl Johnson | ||
Gross Wages | $ 9,000 | $ 0 |
COMMON SHARES (Details)
COMMON SHARES (Details) | 3 Months Ended |
Sep. 30, 2022 $ / shares | |
Expected Life | 5 years |
Expected Dividend Rate | 0% |
Minimum [Member] | |
Stock Price | $ 0.50 |
Risk-free Interest Rate | 3.19% |
Expected Volatility | 103.20% |
Maximum [Member] | |
Stock Price | $ 0.51 |
Risk-free Interest Rate | 3.22% |
Expected Volatility | 3.28% |
COMMON SHARES (Details 1)
COMMON SHARES (Details 1) | 3 Months Ended |
Sep. 30, 2022 $ / shares shares | |
SHAREHOLDERS' EQUITY | |
Number Of Warrants Outstanding, Beginning | shares | 3,014,246 |
Number Of Warrants Granted | shares | 1,000,000 |
Number of warrants expired | shares | 0 |
Number of warrants Exercised | shares | 0 |
Number Of Warrants Outstanding,Ending Balance | shares | 4,014,246 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0.25 |
Weighted Average Exercise Price Granted | $ / shares | 0.25 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Expired | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending | $ / shares | $ 0.25 |
COMMON SHARES (Details 2)
COMMON SHARES (Details 2) | 3 Months Ended |
Sep. 30, 2022 $ / shares shares | |
SHAREHOLDERS' EQUITY | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 0.65 |
Weighted Average Exercise Price Granted | $ / shares | 0 |
Weighted Average Exercise Price Exercised | $ / shares | 0 |
Weighted Average Exercise Price Cancelled | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 0.65 |
Number Of Warrants Outstanding, Beginning | shares | 6,000,000 |
Number Of Warrants Granted | shares | 1,000,000 |
Number Of Warrants Exercised | shares | 0 |
Number Of Warrants Cancelled | shares | 0 |
Number Of Warrants Outstanding, Ending Balance | shares | 6,000,000 |
COMMON SHARES (Details 3)
COMMON SHARES (Details 3) | 3 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Weighted Average life | 9 years 3 months 7 days |
Number of option outstanding | 6,000,000 |
Exercise | $ / shares | $ 0.65 |
Weighted Average life | 4 years 3 months |
January 3, 2022 [Member] | |
Number of option outstanding | 125,000 |
Exercise | $ / shares | $ 0.65 |
Weighted Average life | 9 years 3 months 7 days |
Number of option Exercisable | 0 |
Expiry Date | January 3, 2032 |
January 4, 2022 [Member] | |
Number of option outstanding | 5,875,000 |
Exercise | $ / shares | $ 0.65 |
Weighted Average life | 9 years 3 months 7 days |
Number of option Exercisable | 0 |
Expiry Date | January 4, 2032 |
COMMON SHARES (Details 4)
COMMON SHARES (Details 4) | 3 Months Ended |
Sep. 30, 2022 | |
Expected volatility | 91.03% |
Expected life | 6 years |
Expected dividend yield | 0% |
Minimum [Member] | |
Risk-free interest rate | 1.55% |
Maximum [Member] | |
Risk-free interest rate | 1.66% |
COMMON SHARES (Details 5)
COMMON SHARES (Details 5) | 3 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
SHAREHOLDERS' EQUITY | |
Number Of Warrants Outstanding, beginning | shares | 4,000,000 |
Number Of Warrants Granted | $ | $ 0 |
Number Of Warrants Released | $ | 0 |
Number Of Warrants Forfeited or cancelled | $ | $ 0 |
Number Of Warrants Outstanding,Ending | shares | 4,000,000 |
Weighted Average Exercise Price Beginning balance | $ 0 |
Weighted Average Exercise Price Granted | 0 |
Weighted Average Exercise Price Released | 0 |
Weighted Average Exercise Price Forfeited or Cancelled | 0 |
Weighted Average Exercise Price Ending, Balance | $ 0 |
COMMON SHARES (Details 6)
COMMON SHARES (Details 6) | 3 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Weighted Average Life (Years) | 4 years 3 months |
Exercise | $ / shares | $ 0 |
Number of option outstanding | shares | 4,000,000 |
March 8, 2022 [Member] | |
Exercise | $ / shares | $ 0 |
Number of option outstanding | shares | 4,000,000 |
Weighted Average Life (Years) | 4 years 3 months |
Expiry date | December 31, 2026 |
COMMON SHARES (Details 7)
COMMON SHARES (Details 7) | 3 Months Ended |
Sep. 30, 2022 | |
SHAREHOLDERS' EQUITY | |
Expected volatility | 85% |
Expected life | 4 years 3 months |
Risk-free interest rate | 1.80% |
Expected dividend rate | 0% |
COMMON SHARES (Details Narrativ
COMMON SHARES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Jul. 15, 2022 | Jul. 12, 2022 | Apr. 28, 2021 | Apr. 22, 2021 | Mar. 25, 2021 | Dec. 28, 2020 | Jul. 18, 2022 | Oct. 28, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | |
Weighted average remaining contractual life of warrants outstanding | 4 years 9 months 18 days | |||||||||
Common stock, authorized | 50,000,000 | 50,000,000 | ||||||||
Share-based compensation | $ 543,639 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Share-based compensation non qualified stock options | $ 987,691 | |||||||||
Warrants intrinsic value | $ 0.25 | |||||||||
Common stock, issued | 26,483,044 | 25,508,044 | ||||||||
Number of warrants granted | 1,000,000 | |||||||||
Warrant [Member] | ||||||||||
Number of warrants granted | 250,000 | 500,000 | 307,408 | 506,838 | 1,100,000 | 1,100,000 | 250,000 | |||
Weighted average exercise price granted | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |||
Fair value of warrant granted | $ 107,848 | $ 215,638 | $ 196,399 | $ 399,087 | $ 148,438 | $ 146,942 | $ 107,831 | |||
Common Shares [Member] | ||||||||||
Stock issued | 5,558,810 | |||||||||
Proceeds from share issued | $ 1,425,202 | |||||||||
October 15, 2021 | ||||||||||
Share price | $ 0.80 | |||||||||
Common stock, issued | 125,000 | |||||||||
Prepaid marketing services | $ 100,000 | |||||||||
October 28, 2021 | ||||||||||
Share price | $ 0.70 | |||||||||
Common stock, issued | 28,572 | |||||||||
Legal services valued | $ 20,000 | |||||||||
December 8, 2021 | ||||||||||
Share price | $ 0.71 | |||||||||
Common stock, issued | 50,000 | |||||||||
Legal services valued | $ 35,250 | |||||||||
January 1, 2022 | ||||||||||
Share price | $ 0.65 | |||||||||
Common stock, issued | 100,000 | |||||||||
Legal services valued | $ 65,000 | |||||||||
March 25, 2022 | ||||||||||
Share price | $ 0.60 | |||||||||
Common stock, issued | 12,000 | |||||||||
Services valued | $ 7,200 | |||||||||
December 31, 2021 A | ||||||||||
Common stock, issued | 583,936 | |||||||||
Total value | $ 58,394 | |||||||||
Conversion price | $ 0.10 | |||||||||
December 31, 2021 B | ||||||||||
Common stock, issued | 353,215 | |||||||||
Total value | $ 35,321 | |||||||||
Conversion price | $ 0.10 | |||||||||
July 12, 2022 | ||||||||||
Share price | $ 0.50 | |||||||||
Common stock, issued | 350,000 | |||||||||
July 15, 2022 | ||||||||||
Share price | $ 0.50 | |||||||||
Common stock, issued | 175,000 | |||||||||
July 18, 2022 | ||||||||||
Share price | $ 0.50 | |||||||||
Common stock, issued | 175,000 | |||||||||
July 26, 2022 | ||||||||||
Share price | $ 0.50 | |||||||||
Common stock, issued | 275,000 | |||||||||
Marketing And Branding Services | $ 137,500 | |||||||||
May 19, 2022 | ||||||||||
Share price | $ 0.577 | |||||||||
Common stock, issued | 400,000 | |||||||||
Services valued | $ 230,800 |
COVERTIBLE DEBTS (Details Narra
COVERTIBLE DEBTS (Details Narrative) - USD ($) | 1 Months Ended | |||
Oct. 13, 2022 | Jul. 15, 2022 | Jul. 12, 2022 | Jul. 18, 2022 | |
Convertible Debt [Member] | ||||
Original issue discount | $ 30,000 | |||
Convertible debt in exchange for cash | $ 300,000 | |||
Convertible interest rate | 10% | |||
Convertible debt in exchange for cash, fair value | $ 270,000 | |||
Additional cash proceeds | $ 27,500 | |||
Common shares issue | 150,000 | |||
Common shares issue value | $ 75,000 | |||
Warrants issued | 500,000 | |||
Warrant exercisable | $ 0.25 | |||
Convertible Debt One [Member] | ||||
Original issue discount | $ 15,000 | |||
Convertible debt in exchange for cash | $ 150,000 | |||
Convertible interest rate | 10% | |||
Convertible debt in exchange for cash, fair value | $ 135,000 | |||
Additional cash proceeds | $ 11,250 | |||
Common shares issue | 75,000 | |||
Common shares issue value | $ 37,500 | |||
Warrants issued | 250,000 | |||
Warrant exercisable | $ 0.25 | |||
Convertible Debt Two [Member] | ||||
Original issue discount | $ 15,000 | |||
Convertible debt in exchange for cash | $ 150,000 | |||
Convertible interest rate | 10% | |||
Convertible debt in exchange for cash, fair value | $ 135,000 | |||
Additional cash proceeds | $ 11,250 | |||
Common shares issue | 75,000 | |||
Common shares issue value | $ 37,500 | |||
Warrants issued | 250,000 | |||
Warrant exercisable | $ 0.25 | |||
Convertible Debt Three [Member] | Subsequent Event [Member] | ||||
Original issue discount | $ 15,000 | |||
Convertible debt in exchange for cash | $ 150,000 | |||
Convertible interest rate | 10% | |||
Convertible debt in exchange for cash, fair value | $ 135,000 | |||
Additional cash proceeds | $ 23,750 | |||
Common shares issue | 166,667 | |||
Common shares issue value | $ 50,000 | |||
Warrants issued | 500,000 | |||
Warrant exercisable | $ 0.25 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Lessee, Operating Lease, Description | The Company leases its corporate office located at 8565 S. Eastern Ave. #150, Las Vegas, Nevada. The initial lease term is for 12 months commencing on September 8, 2019 after which the term is on a month-to-month basis. After the initial term, the Company may cancel the lease agreement at any time by providing 30 days written notice. The Company has elected the short-term lease practical expedient of 12 months and has not recorded a lease. |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
INCOME TAXES | ||
Net Operating Loss Carry Forward | $ 3,603,453 | $ 2,909,935 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 13, 2022 | Sep. 30, 2021 | |
Shares issued, value | $ 1,355,202 | |
Securities Purchase Agreement With Non-Related Party Two [Member] | Subsequent Event [Member] | ||
Principal amount | $ 135,000 | |
Original issue discount | $ 7,500 | |
Shares issued | 83,300 | |
Shares issued, value | $ 25,000 | |
Warrants exercisable issued | 250,000 | |
Warrant exercise price per share | $ 0.25 | |
Debt instrument interest rate | 10% | |
Number of trading days | 20 Trading Day | |
Debt instrument interest rate increase | 18% | |
Convertible debt | $ 75,000 | |
Additional amount paid in cash transaction costs | 5,625 | |
Securities Purchase Agreement With Non-Related Party [Member] | Subsequent Event [Member] | ||
Principal amount | 135,000 | |
Original issue discount | $ 15,000 | |
Shares issued | 166,667 | |
Shares issued, value | $ 50,000 | |
Warrants exercisable issued | 500,000 | |
Warrant exercise price per share | $ 0.25 | |
Debt instrument interest rate | 10% | |
Number of trading days | 20 Trading Day | |
Debt instrument interest rate increase | 18% | |
Convertible debt | $ 150,000 | |
Additional amount paid in cash transaction costs | 23,750 | |
Securities Purchase Agreement With Non-Related Party One [Member] | Subsequent Event [Member] | ||
Principal amount | 135,000 | |
Original issue discount | $ 7,500 | |
Shares issued | 83,300 | |
Shares issued, value | $ 25,000 | |
Warrants exercisable issued | 250,000 | |
Warrant exercise price per share | $ 0.25 | |
Debt instrument interest rate | 10% | |
Number of trading days | 20 Trading Day | |
Debt instrument interest rate increase | 18% | |
Convertible debt | $ 75,000 | |
Additional amount paid in cash transaction costs | $ 5,625 |