Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Oct. 13, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 811-08387 | ||
Entity Registrant Name | METAVESCO, INC. | ||
Entity Central Index Key | 0000924095 | ||
Entity Tax Identification Number | 54-1694665 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 410 Peachtree Pkwy | ||
Entity Address, Address Line Two | Suite 4245 | ||
Entity Address, City or Town | Cumming | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30041 | ||
City Area Code | (678) | ||
Local Phone Number | 241-5898 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,633,599 | ||
Entity Common Stock, Shares Outstanding | 66,322,140 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 6849 | ||
Auditor Name | GreenGrowth CPAs | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 17,086 | $ 35,151 |
Deposits | 603 | |
Inventory | 7,788 | |
Prepaid expenses | 8,602 | 13,847 |
Total current assets | 34,079 | 48,998 |
Digital assets held, net of impairment | 194,229 | 434,642 |
Equipment, net | 66,616 | |
Intangible assets, net | 41,402 | |
Total assets | 336,326 | 483,640 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 58,160 | 26,549 |
Total current liabilities | 222,289 | 126,549 |
Long-term liabilities | ||
Promissory note, accrued interest (net of debt discount of $933 and $0, respectively) | 25,170 | |
Total long-term liabilities | 107,636 | 12,761 |
Total liabilities | 329,925 | 139,310 |
Stockholders’ Equity: | ||
Preferred stock value | ||
Common stock: $0.0001 par value; 100,000,000 shares authorized; 66,322,140 and 60,822,140 shares issued and outstanding at June 30, 2023 and June 30, 2022, respectively | 6,632 | 6,082 |
Additional paid-in capital | 19,609,816 | 19,384,450 |
Shares to be issued | 9,000 | |
Accumulated deficit | (19,619,047) | (19,046,202) |
Total stockholders’ equity | 6,401 | 344,330 |
Total liabilities and stockholders’ equity | 336,326 | 483,640 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock value | ||
Related Party [Member] | ||
Current liabilities: | ||
Promissory notes - related parties, accrued interest (net of debt discount of $2,386 and $0, respectively) | 164,129 | 100,000 |
Long-term liabilities | ||
Convertible promissory notes | 77,167 | 12,202 |
Nonrelated Party [Member] | ||
Long-term liabilities | ||
Convertible promissory notes | $ 5,299 | $ 559 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Debt discount, related party | $ 933 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 66,322,140 | 60,822,140 |
Common stock, shares outstanding | 66,322,140 | 60,822,140 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares issued | 22 | 22 |
Preferred stock, shares outstanding | 22 | 22 |
Convertible Notes Payable [Member] | ||
Debt discount, related party | $ 15,442 | $ 19,441 |
Related Party [Member] | ||
Debt discount, related party | 2,386 | 0 |
Debt discount, related party | $ 228,542 | $ 328,658 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||
Total Revenue | $ 127,087 | $ 82,617 |
Expense | ||
Administrative expenses | 313,539 | 164,669 |
Interest expense | 97,432 | 12,761 |
Impairment of digital assets held | 591,125 | 1,351,074 |
Impairment of goodwill | 257,353 | |
Total Expense | 1,259,449 | 1,528,504 |
Other income | ||
Other digital rewards | 12,900 | 17,439 |
Realized gain on sale/ exchange of digital assets held | 546,617 | 312,598 |
Total Other income (expense) | 559,517 | 330,037 |
Net loss | $ (572,845) | $ (1,115,850) |
Net loss per share - basic | $ (0.01) | $ (0.02) |
Net loss per share - diluted | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - basic | 61,183,783 | 60,822,140 |
Weighted average number of common shares outstanding - diluted | 61,183,783 | 60,822,140 |
Sales [Member] | ||
Revenue | ||
Total Revenue | $ 425 | |
Liquidity Pool Fees [Member] | ||
Revenue | ||
Total Revenue | 102,403 | 81,765 |
Mining Pool Fees [Member] | ||
Revenue | ||
Total Revenue | 18,911 | |
Staking Rewards [Member] | ||
Revenue | ||
Total Revenue | $ 5,348 | $ 852 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Shares To Be Issued [Member] | Retained Earnings [Member] | Total |
Beginning balance value at Jun. 30, 2021 | $ 6,082 | $ 17,715,946 | $ (17,930,352) | $ (208,324) | ||
Beginning balance, shares at Jun. 30, 2021 | 60,822,140 | |||||
Beneficial conversion feature | 360,860 | 360,860 | ||||
Net loss | (1,115,850) | (1,115,850) | ||||
Issue of Series A Convertible Preferred Stock for cash | 1,100,000 | 1,100,000 | ||||
Forgiveness of convertible note payable, accrued interest and advances - related party | 207,644 | 207,644 | ||||
Ending balance value at Jun. 30, 2022 | $ 6,082 | 19,384,450 | (19,046,202) | 344,330 | ||
Ending balance, shares at Jun. 30, 2022 | 22 | 60,822,140 | ||||
Shares issued for website | $ 50 | 17,950 | 18,000 | |||
Shares issued for website | 500,000 | |||||
Shares issued for investment in Boring Brew LLC and Bored Coffee Lab LLC | $ 500 | 239,500 | 240,000 | |||
Shares issued for investment | 5,000,000 | |||||
Warrants | 7,916 | 7,916 | ||||
Shares to be issued | 9,000 | 9,000 | ||||
Beneficial conversion feature | (40,000) | (40,000) | ||||
Net loss | (572,845) | (572,845) | ||||
Issue of Series A Convertible Preferred Stock, shares | 22 | |||||
Ending balance value at Jun. 30, 2023 | $ 6,632 | $ 19,609,816 | $ 9,000 | $ (19,619,047) | $ 6,401 | |
Ending balance, shares at Jun. 30, 2023 | 22 | 66,322,140 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (572,845) | $ (1,115,850) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of intangible assets | 597 | |
Depreciation | 10,143 | |
Impairment of digital assets held | 591,125 | 1,351,074 |
Realized gain on sales/ exchange digital assets held | (546,617) | (312,598) |
Digital assets received as revenue and other rewards | (139,562) | (100,056) |
Digital assets paid for expenses | 46,557 | 17,751 |
Non-cash interest expense | 88,422 | 12,761 |
Gain on settlement of debt | (55) | |
Impairment of goodwill | 257,353 | |
Forgiveness of interest - related party | 2,997 | |
Changes in operating assets and liabilities: | ||
Increase in deposit | (359) | |
Increase in inventory | (2,585) | |
Increase (decrease) in prepaid | 11,481 | (13,847) |
Increase in accounts payable and accrued liabilities | 57,482 | 4,460 |
Net cash used in operating activities | (198,863) | (153,308) |
Cash Flows from Investing Activities: | ||
Purchase of digital assets held | (55,000) | (1,289,952) |
Sale of digital assets held | 232,206 | |
Purchase of fixed assets | (4,664) | |
Purchase of website | (2,499) | |
Investment in Boring Brew LLC and Bored Coffee Lab LLC | (9,245) | |
Net cash provided by (used in) investing activities | 160,798 | (1,289,952) |
Cash Flows from Financing Activities: | ||
Advances from related party | 18,367 | |
Proceeds from issuance of promissory note payable | 25,000 | 100,000 |
Proceeds from issuance of convertible notes payable - related party | 50,000 | 240,000 |
Proceeds from issuance of convertible notes payable | 20,000 | |
Repayment of convertible notes payable - related party | (20,000) | |
Repayment of advances | (35,000) | |
Issuance of Series A Convertible Preferred Stock | 1,100,000 | |
Net cash provided by financing activities | 20,000 | 1,478,367 |
Net change in cash and cash equivalents | (18,065) | 35,107 |
Cash and cash equivalents, beginning of year | 35,151 | 44 |
Cash and cash equivalents, end of year | 17,086 | 35,151 |
Cash paid during period for: | ||
Interest paid | 9,010 | |
Income taxes paid | ||
Non-cash Investing and Financing Activities | ||
Purchase of digital assets held with convertible promissory notes - related party | 100,860 | |
Purchase of digital assets held with other digital assets | 6,941,826 | 10,244,898 |
Proceeds from sale of digital assets for other digital assets | 7,292,387 | 10,244,898 |
Shares issued for website | 18,000 | |
Shares issued for investment in Boring Brew LLC and Bored Coffee Lab LLC | 240,000 | |
Shares to be issued in conjunction with the amendment of terms of promissory note - related party | 9,000 | |
Intrinsic value of embedded beneficial conversion feature on convertible note payable - related party | 40,000 | 360,860 |
Equipment paid with digital assets | 72,095 | |
Warrants issued in conjunction with promissory note | 7,916 | |
Digital assets for payment of promissory note - related party | 7,502 | |
Forgiveness of convertible note payable, accrued interest and advances - related party | $ 207,644 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | NOTE 1 – ORGANIZATION AND OPERATIONS Metavesco, Inc. (formerly Waterside Capital Corporation) (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”) as a Small Business Investment Company (“SBIC”). The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company’s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996. On May 28, 2014, with the Company’s consent, the United States District Court for the Eastern District of Virginia, having jurisdiction over an action filed by the SBA (the “Court”), entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the “Order”). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $ 11,770,722 The Company effectively stopped conducting an active business upon the appointment of the SBA as the receiver and the commencement of the court-ordered receivership (the “Receivership”). Over the course of the Receivership, the activity of the Company was limited to the liquidation of the Company’s assets by the receiver and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership. On June 28, 2017, the Receivership was terminated with the entry of a Final Order by the Court. The Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC (“Roran”) upon notification of entry of this Order”. Upon termination of the Receivership, Roran took possession of all books and records made available to it by the SBA. The Company filed with the Securities and Exchange Commission (the “SEC”) an application pursuant to Section 8(f) of the Investment Company Act for an order declaring that the Company had ceased to be a registered investment company. On April 22, 2020, the SEC issued an order under Section 8(f) of the Investment Company Act declaring that the Company had ceased to be an investment company. As a result, the Company is now a reporting company under the Securities Exchange Act of 1934, as amended. On September 2, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between (i) the Company (ii) Ryan Schadel (“Buyer”) and (iii) Roran. Roran agreed to sell to the Buyer 42,476,660 385,000 207,644 42,476,660 69.7 Effective November 29, 2021, the Company converted from a Virginia corporation to a Nevada corporation. On December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation. The amended and restated articles of incorporation had the effect of (i) increasing the Company’s authorized common stock to 100 20 0.0001 On December 17, 2021, the majority shareholder and board of directors approved an amendment to the amended and restated articles of incorporation that would change the Company’s name from Waterside Capital Corporation to Metavesco, Inc. The name change was effective June 3, 2022, following clearance by the Financial Industry Regulatory Authority (“FINRA”). In March 2022, the Company commenced operations as a web3 enterprise. The Company generates income as a liquidity provider, via decentralized exchanges such as Uniswap. Additionally, the Company farms tokens via Proof of Stake protocols on decentralized exchanges, as well as centralized exchanges including the Coinbase, Inc. (“Coinbase”) exchange. The Company also invests in what it considers promising non-fungible token (“NFT”) projects and virtual land, primarily on Ethereum virtual machine (“EVM”) protocols. On June 12, 2023, the Company entered into a Limited Liability Company Interest Purchase Agreement the (“Purchase Agreement”) with Eddy Rodrigeuz (the “Seller”). The Seller is the sole owner of Boring Brew LLC (“Boring”) and Bored Coffee Lab, LLC (“Bored”). Under the terms of the Purchase Agreement, the Seller sold to the Company, all of the outstanding limited liability company interests in Boring and Bored for a total purchase price of $ 9,245 5,000,000 Going Concern The Company’s consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended June 30, 2023, the Company incurred a net loss of $ 572,845 198,863 19,619,047 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Fiscal Year-End The Company elected June 30 as its fiscal year-end date. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (1) Boring Brew LLC and (2) Bored Coffee Lab, LLC. All significant intercompany transactions are eliminated. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the consolidated financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Significant matter requiring use of estimates and assumptions include, but may not be limited to, evaluation of impairment of digital assets, equipment, identifiable intangible assets and goodwill, recognition and valuation of revenue, valuation allowance for deferred tax assets and fair value used in business acquisitions.. Actual results could differ from those estimates. Business Acquisitions The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations.” The cost of an acquisition is measured at the aggregate of the acquisition date fair value of the assets transferred to the sellers and liabilities incurred by the Company and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated income statements. Cash and cash equivalents Cash and cash equivalents include cash and interest-bearing highly liquid investments held at consolidated financial institutions, cash on hand that is not restricted as to withdrawal or use with an initial maturity of three months or less, and cash held in accounts at crypto trading venues. At June 30, 2023, $ 17,086 0 250,000 Digital Assets Digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. The Company assigns costs to transactions on a first-in, first-out basis (FIFO). An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. Tokens are subject to impairment losses if the fair value of a token decreases below the carrying value at any time during the period. The fair value is measured using the quoted price in the principal market of the tokens. The Company currently obtains the quoted price of tokens from www.cryptocompare.com Liquidity pool tokens and NFTs are subject to impairment losses if the fair value a token decreases below the carrying value at the end of each quarterly accounting period. The fair value of liquidity pool tokens is based on the quoted price on the last day of the quarter at 4PM Eastern Time. The fair value of NFTs is based on the average trading price on the last day of each quarter. Impairment for liquidity pool tokens and NFTs is assessed quarterly due to each token being a unique asset and due to the illiquid markets in which these tokens trade. The Company is continuously reviewing available markets and information and its methodology when determining the fair value of digital assets. The Company currently reviews quoted prices of its liquidity pool tokens, NFTs and comparable tokens at https://uniswap.org https://opensea.io The sales of digital assets held are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. Identifiable Intangible Assets Identifiable intangible assets consist primarily of design and websites. These assets are tested for impairment using undiscounted cash flow methodology annually and whenever there is an indicator of impairment. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. Several impairment indicators are beyond the Company’s control, and determining whether or not they will occur cannot be predicted with any certainty. Design and websites are amortized on a straight-line basis over an estimated life of three years. The website development costs of the Company are accounted for in accordance with ASC 350-50, Website Development Costs. These costs are included in intangible assets in the accompanying consolidated financial statements. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated useful life of three years. Goodwill Goodwill represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company’s business combinations. The Company performs a goodwill impairment test on at least an annual basis at the reporting unit level. Application of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur and determination of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company will conduct its annual goodwill impairment test as of June 30 of each year or more frequently if indicators of impairment exist. The Company periodically analyzes whether any such indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a sustained significant decline in our stock price and market capitalization, a significant adverse change in legal factors or in the business climate, unanticipated competition and/or slower expected growth rates, adverse actions or assessments by a regulator, among others. The Company compares the fair value of its reporting unit to its respective carrying value, including related goodwill. A goodwill impairment charge of $257,353 SCHEDULE OF GOODWILL Opening balance at June 30, 2022 $ 0 Purchase of goodwill 257,353 Impairment of goodwill (257,353 ) Closing balance at June 30, 2023 $ 0 Revenue recognition The Company recognizes revenue under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 606 , Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through liquidity pools and staking rewards. Liquidity Pools Liquidity pools are a collection of digital assets locked in a smart contract that provide liquidity to decentralized exchanges. Liquidity allows digital assets to be converted to cash quickly and efficiently without drastic price swings. An important component of a liquidity pool are automated market makers (“AMMs”). An AMM is a protocol that uses liquidity pools to allow digital assets to be traded by a mathematical formula rather than though a traditional market of buyers and sellers. The Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3. The Company earns fees proportionate to the liquidity they have supplied to the exchange. The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs. The fees earned by the Company depend on the risk characteristics of each pair of tokens selected and the price range liquidity is provided. Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with liquidity over a price range Revenue is recognized from liquidity pools when the award is claimed and deposited in the Company wallet. The transaction consideration the Company receives is noncash in the form of digital assets. Revenue is measured at the fair value of the digital asset awards received. Mining Pools The Company earns transaction fees with its crypto mining machines by validating requesting customers’ transactions to a distributing ledger. We joined a mining pool and receive a pro-rata share of a bitcoin award for completing a blockchain. The Company has entered into digital asset mining pools by executing an agreement with one mining pool operator The agreement is terminable at any time by either party. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are recorded as a deduction from revenue), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. Staking Rewards Staking rewards are granted to holders of a crypto asset when the holders lock up that crypto asset as collateral to secure fairness when validating transactions or other network actions. The Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete and the rewards are transferred into a digital wallet that the Company controls. Revenue is measured based on the number of tokens received and the fair value of the token at contract inception. Airdrops Airdrops are the distribution of tokens without compensation generally undertaken with a view of increasing awareness of a new token, to encourage adoption of a new token and to increase liquidity in the early stages of a token project. The Company recognizes crypto assets received through an airdrop if the crypto asset is expected to generate a probable future benefit and if the Company is able to support the trading, custody, or withdrawal of these assets. Airdrops are accounted for in accordance with ASC 610-20 , Sales and Transfer of Nonfinancial Assets, Equipment Equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Mining equipment Straight-line over 36 Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Beneficial conversion feature Related Parties The Company follows subtopic 850-10 of the ASC for the identification of related parties and disclosure of related party transactions. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Deferred Tax Assets and Income Taxes Provision The Company follows the provisions of ASC 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under ASC 740-10-25-13, 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 consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 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. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax years that remain subject to examination by major tax jurisdictions are generally the prior three years for federal purposes, and the prior four years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities Net Income (Loss) Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, on June 30, 2023 and 2022, we excluded the common stock issuable upon conversion of warrants to 6,620,000 6,600,000 Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of ASC for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of ASC (“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 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 broad levels. The three 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. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. 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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Transactions involving related parties cannot be presumed to be carried out on an arms-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Recently Issued Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 12 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE 3 – BUSINESS ACQUISITION On June 12, 2023, the Company entered into a Limited Liability Company Interest Purchase Agreement (the “Purchase Agreement”) with Eddy Rodrigeuz (the “Seller”). The Seller is the sole owner of Boring Brew LLC (“Boring”) and Bored Coffee Lab, LLC (“Bored”). Under the terms of the Purchase Agreement, the Seller sold to the Company, all of the outstanding limited liability company interests in Boring and Bored. The Company paid the Seller total consideration with a fair value of $ 249,245 9,245 5,000,000 240,000 0.048 Assets acquired and liabilities assumed in the Agreement were recorded on the Company’s Consolidated Balance Sheet as of the acquisition date of June 12, 2023 based upon their estimated fair values. The results of operations of businesses acquired by the Company have been included in the statements of operations since the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed were allocated to goodwill. The preliminary allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below: SCHEDULE OF FAIR MARKET VALUES OF ASSETS AND LIABILITIES 2023 Fair value of assets acquired and liabilities assumed Deposit $ 244 Inventory 5,203 Design 9,000 Web development 12,500 Goodwill 257,353 Advances payable (35,055 ) Purchase Price $ 249,245 Unaudited pro forma results of operations information for the years ended June 30, 2023 and 2022 as if the Company and the entities described above had been combined on July 1, 2021 are as follows. The pro forma results include estimates and assumptions which management believes are reasonable. The pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combinations had been in effect on the dates indicated, or which may result in the future. SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION For the Year Ended For the Year Ended Revenue $ 148,182 $ 82,815 Net loss $ (592,466 ) $ (1,124,564 ) Net loss per share $ (0.01 ) $ (0.02 ) |
DIGITAL ASSETS HELD, NET OF IMP
DIGITAL ASSETS HELD, NET OF IMPAIRMENT | 12 Months Ended |
Jun. 30, 2023 | |
Digital Assets Held Net Of Impairment | |
DIGITAL ASSETS HELD, NET OF IMPAIRMENT | NOTE 4 – DIGITAL ASSETS HELD, NET OF IMPAIRMENT Digital assets held, net of impairment have consisted of: SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT Digital Assets Balance, June 30, 2021 $ - Purchase of digital assets 11,615,710 Proceeds from sale of digital assets (10,224,899 ) Realized gain on sales/ exchange digital assets 312,598 Acquired digital assets by Airdrop 17,439 Acquired digital assets by Liquidity Pools 81,765 Acquired digital assets by Staking Rewards 852 Digital assets used to pay fees (17,749 ) Impairment charges (1,351,074 ) Balance, June 30, 2022 434,642 Beginning balance 434,642 Purchase of digital assets 6,904,183 Proceeds from sale of digital assets (7,107,258 ) Realized gain on sale/ exchange of digital assets held 546,617 Acquired digital assets by liquidity pools, mining pools and other digital rewards 139,562 Digital assets used to pay prepaid, equipment and expenses (124,890 ) Digital assets used to repay promissory notes (7,502 ) Impairment charges (591,125 ) Balance, June 30, 2023 $ 194,229 Ending balance $ 194,229 As at June 30, 2023, the Company’s holdings of digital assets held, net of impairment consists of: SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS Units held Carrying value, at cost less impairment Cryptocurrency APE 20,356.45 $ 41,114 ETH 9.94 16,138 BTC 0.61 14,904 JOE 18,990.00 5,481 UNI 933.08 2,816 RBNT 5,567.49 1,733 USDC 1,225.96 1,209 Other 1,880 Cryptocurrency Total $ 85,275 Liquidity Pool Tokens Uniswap V3 2.0 $ 65,287 CAKE 7,259.56 9,481 Liquidity Pool Tokens Total $ 74,768 Non-Fungible Tokens Mutant Ape Yacht Club 1 $ 13,247 Meebits 2 10,006 Bored Ape Kennel Club 1 5,105 Nakamigos 1 1,555 OnForce 1 1 1,506 Other NFTs 2,767 Non-Fungible Tokens total $ 34,186 Total digital assets, net of impairment $ 194,229 As at June 30, 2022, the Company’s holdings of digital assets held, net of impairment consists of: Units held Carrying value, at cost less impairment Cryptocurrency APE 9,304.96 $ 34,276 ETH 23.25 23,666 CAKE 4,570.35 12,061 MKR 9.83 7,052 RLP 249.49 6,910 USDC 5,251.32 5,249 LINK 94.05 471 Cryptocurrency Total $ 89,685 Liquidity Pool Tokens Uniswap V3 4.2 239,827 mooEmp 275.77 30,841 Liquidity Pool Tokens Total $ 270,668 Non-Fungible Tokens Mutant Ape Yacht Club 1 $ 19,573 Other Deed 8 38,604 Board Ape Kennel Club 1 6,106 Meebits 2 10,006 Non-Fungible Tokens total $ 74,289 Total digital assets, net of impairment $ 434,642 |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | NOTE 5 – EQUIPMENT SCHEDULE OF EQUIPMENT Cost Accumulated Depreciation June 30, 2023 Net Book Value June 30, 2022 Net Book Value Mining equipment $ 76,759 $ 10,143 $ 66,616 $ 0 $ 76,759 $ 10,143 $ 66,616 $ 0 On August 22, 2022, the Company made a deposit of $ 72,095 TH Depreciation expense for the years ended June 30, 2023 and 2022 was $ 10,143 0 |
IDENTIFIED INTANGIBLE ASSETS
IDENTIFIED INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IDENTIFIED INTANGIBLE ASSETS | NOTE 6 – IDENTIFIED INTANGIBLE ASSETS Intangible assets comprise website development and design which are recorded at cost. SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS June 30, 2023 June 30, 2022 Website development $ 32,999 $ - Design 9,000 - Identifiable Intangible Assets Gross 41,999 - Accumulated amortization (597 ) - Identifiable Intangible Assets $ 41,402 $ - On June 12, 2023, the Company acquired website and design of $ 12,500 9,000 During the year ended June 30, 2023, $ 597 347 250 0 14,000 13,402 |
NOTES PAYABLE _ RELATED PARTY
NOTES PAYABLE – RELATED PARTY | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE – RELATED PARTY | NOTE 7 – NOTES PAYABLE – RELATED PARTY On September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”). Pursuant to the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $ 150,000 200,000 September 19, 2019 12 60 116,800 250,000 June 19, 2020 124,500 25,500 150,000 41,666,660 0.0036 104,838 19,988 149,838 During the year ended June 30, 2022, Roran made non-interest bearing, unsecured, short-term cash advances to the Company totaling $ 18,367 On September 2, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between (i) the Company (ii) Ryan Schadel (“Buyer”) and (iii) Roran Capital LLC (“Roran”). Roran agreed to sell to the Buyer 42,476,660 385,000 207,644 207,644 SCHEDULE OF AMOUNTS OWNED TO RELATED PARTIES Debts forgiven by Roran on September 2, 2021 Convertible note payable – related party $ 149,838 Interest on convertible note payable – related party 39,439 Advance from related party 18,367 Forgiveness of convertible note payable, accrued interest and advances – related party $ 207,644 |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 8 – PROMISSORY NOTES Demand Promissory Note and Common Stock Purchase Warrant On August 12, 2022, the Company issued a Promissory Note in the principal amount of $ 25,000 5.00 August 12, 2023 12 20,000 0.075 157 3.18 nil 3 6,983 0 933 0 1,103 0 Demand Promissory Note – Related Parties On October 18, 2021, the Company issued a Promissory Note in the principal amount of $ 100,000 0.01 August 29, 2022 5 150,000 9,000 6,614 0 2,386 0 2,080 0 On June 29, 2022, the Company issued a Promissory Note in the principal amount of $ 40,000 0.01 7,502 1 0 On August 12, 2022, the Company issued a Promissory Note in the principal amount of $ 50,000 5.00 August 12, 2023 12 20,000 1,936 0 |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Jun. 30, 2023 | |
Convertible Promissory Notes | |
CONVERTIBLE PROMISSORY NOTES | NOTE 9 – CONVERTIBLE PROMISSORY NOTES Convertible Promissory Notes On May 10, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 20,000 3.25 0.05 0.14 20,000 3,998 559 15,442 19,441 741 0 Convertible Promissory Notes – Related Party On March 4, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 40,874 3.5 0.05 0.125 40,874 8,170 2,641 30,062 38,233 659 0 On March 10, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 59,986 3.25 0.05 0.142 59,986 11,991 3,679 44,316 56,307 967 0 On May 6, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 3.25 0.05 0.145 100,000 19,989 3,012 76,999 96,988 1,612 0 On May 9, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 3.25 0.05 0.1415 100,0000 19,989 2,848 77,165 97,152 1,611 0 |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 10 – SHAREHOLDERS’ EQUITY (DEFICIT) On December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation. The amended and restated articles had the effect of (i) increasing the Company’s authorized common stock to 100 20 0.0001 On March 11, 2022, the Company filed with the State of Nevada a certificate of designations for the Company’s Series A Convertible Preferred Stock (“Series A Stock”). The Series A Certificate of Designations provides (i) the number of authorized shares will be 100 50,000 100,000 9.99 On April 7, 2023, the Company agreed to issue 500,000 18,000 On June 12, 2023, the Company agreed to issue 5,000,000 240,000 Warrants On March 16, 2022, the Company entered into Stock Purchases Agreements whereby the Company issued 22 1,100,000 2,200,000 0.13 2,200,000 0.15 2,200,000 0.175 five years On August 12, 2022, the Company issued a common stock purchase warrant in conjunction with a Promissory Note. The Warrant comprise of 20,000 0.075 three years The weighted average remaining legal life of the warrants outstanding at June 30, 2023 is 3.70 Forward Stock Split On July 15, 2022, the Company’s director and shareholders approved an amendment of the Company’s Articles of Incorporation that would effect a 10-for-1 forward stock split |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The Company had no United States Modifications for net operating losses (NOL): Under Code Section 172(a) the amount of the NOL deduction is equal to the lesser of (a) the aggregate of the NOL carryovers to such year and NOL carrybacks to such year, or (b) 80 Modifications of limitation on business interest: The 2017 Tax Cuts and Jobs Act of 2017 (TCJA) generally limited the amount of business interest allowed as a deduction to 30 30 50 The Company has not recorded the necessary provisional adjustments in the consolidated financial statements in accordance with its current understanding of the CARES Act and guidance currently available as of this filing. But is reviewing the CARES Act potential ramifications. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities on June 30, 2023 and 2022 are comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended Year Ended Deferred tax assets: Net-operating loss carryforward $ 287,503 $ 259,803 Total deferred tax assets 287,503 259,803 Valuation allowance (287,503 ) (259,803 ) Deferred tax assets, net of allowance $ - $ - SCHEDULE OF PROVISION FOR INCOME TAXES Year Ended Year Ended Federal Current $ - $ - Deferred 287,503 259,803 State - - Current - - Deferred - - Change in valuation allowance (287,503 ) (259,803 ) Income tax provision $ - $ - We have a net operating loss (“NOL”) carry forward for U.S. income tax purposes aggregating approximately $ 1,369,100 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets on June 30, 2023. The valuation allowance increased by approximately $ 27,700 The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE Year Ended Year Ended Statutory Federal Income Tax Rate 21 % 21 % Non-deductible expenses (16 )% (5 )% Change in valuation allowance (5 )% (16 )% Income tax provision $ - $ - The Company has not identified any uncertain tax positions requiring a reserve as of June 30, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Loan Agreement On July 10, 2023, the Company entered into a loan agreement with Restore Franchise Group, LLC. Under the loan agreement the Company was advanced $ 30,000 3 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Fiscal Year-End | Fiscal Year-End The Company elected June 30 as its fiscal year-end date. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (1) Boring Brew LLC and (2) Bored Coffee Lab, LLC. All significant intercompany transactions are eliminated. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the consolidated financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Significant matter requiring use of estimates and assumptions include, but may not be limited to, evaluation of impairment of digital assets, equipment, identifiable intangible assets and goodwill, recognition and valuation of revenue, valuation allowance for deferred tax assets and fair value used in business acquisitions.. Actual results could differ from those estimates. |
Business Acquisitions | Business Acquisitions The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations.” The cost of an acquisition is measured at the aggregate of the acquisition date fair value of the assets transferred to the sellers and liabilities incurred by the Company and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated income statements. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash and interest-bearing highly liquid investments held at consolidated financial institutions, cash on hand that is not restricted as to withdrawal or use with an initial maturity of three months or less, and cash held in accounts at crypto trading venues. At June 30, 2023, $ 17,086 0 250,000 |
Digital Assets | Digital Assets Digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. The Company assigns costs to transactions on a first-in, first-out basis (FIFO). An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. Tokens are subject to impairment losses if the fair value of a token decreases below the carrying value at any time during the period. The fair value is measured using the quoted price in the principal market of the tokens. The Company currently obtains the quoted price of tokens from www.cryptocompare.com Liquidity pool tokens and NFTs are subject to impairment losses if the fair value a token decreases below the carrying value at the end of each quarterly accounting period. The fair value of liquidity pool tokens is based on the quoted price on the last day of the quarter at 4PM Eastern Time. The fair value of NFTs is based on the average trading price on the last day of each quarter. Impairment for liquidity pool tokens and NFTs is assessed quarterly due to each token being a unique asset and due to the illiquid markets in which these tokens trade. The Company is continuously reviewing available markets and information and its methodology when determining the fair value of digital assets. The Company currently reviews quoted prices of its liquidity pool tokens, NFTs and comparable tokens at https://uniswap.org https://opensea.io The sales of digital assets held are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. |
Identifiable Intangible Assets | Identifiable Intangible Assets Identifiable intangible assets consist primarily of design and websites. These assets are tested for impairment using undiscounted cash flow methodology annually and whenever there is an indicator of impairment. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. Several impairment indicators are beyond the Company’s control, and determining whether or not they will occur cannot be predicted with any certainty. Design and websites are amortized on a straight-line basis over an estimated life of three years. The website development costs of the Company are accounted for in accordance with ASC 350-50, Website Development Costs. These costs are included in intangible assets in the accompanying consolidated financial statements. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated useful life of three years. |
Goodwill | Goodwill Goodwill represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company’s business combinations. The Company performs a goodwill impairment test on at least an annual basis at the reporting unit level. Application of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur and determination of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company will conduct its annual goodwill impairment test as of June 30 of each year or more frequently if indicators of impairment exist. The Company periodically analyzes whether any such indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a sustained significant decline in our stock price and market capitalization, a significant adverse change in legal factors or in the business climate, unanticipated competition and/or slower expected growth rates, adverse actions or assessments by a regulator, among others. The Company compares the fair value of its reporting unit to its respective carrying value, including related goodwill. A goodwill impairment charge of $257,353 SCHEDULE OF GOODWILL Opening balance at June 30, 2022 $ 0 Purchase of goodwill 257,353 Impairment of goodwill (257,353 ) Closing balance at June 30, 2023 $ 0 |
Revenue recognition | Revenue recognition The Company recognizes revenue under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 606 , Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through liquidity pools and staking rewards. Liquidity Pools Liquidity pools are a collection of digital assets locked in a smart contract that provide liquidity to decentralized exchanges. Liquidity allows digital assets to be converted to cash quickly and efficiently without drastic price swings. An important component of a liquidity pool are automated market makers (“AMMs”). An AMM is a protocol that uses liquidity pools to allow digital assets to be traded by a mathematical formula rather than though a traditional market of buyers and sellers. The Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3. The Company earns fees proportionate to the liquidity they have supplied to the exchange. The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs. The fees earned by the Company depend on the risk characteristics of each pair of tokens selected and the price range liquidity is provided. Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with liquidity over a price range Revenue is recognized from liquidity pools when the award is claimed and deposited in the Company wallet. The transaction consideration the Company receives is noncash in the form of digital assets. Revenue is measured at the fair value of the digital asset awards received. Mining Pools The Company earns transaction fees with its crypto mining machines by validating requesting customers’ transactions to a distributing ledger. We joined a mining pool and receive a pro-rata share of a bitcoin award for completing a blockchain. The Company has entered into digital asset mining pools by executing an agreement with one mining pool operator The agreement is terminable at any time by either party. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are recorded as a deduction from revenue), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. Staking Rewards Staking rewards are granted to holders of a crypto asset when the holders lock up that crypto asset as collateral to secure fairness when validating transactions or other network actions. The Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete and the rewards are transferred into a digital wallet that the Company controls. Revenue is measured based on the number of tokens received and the fair value of the token at contract inception. Airdrops Airdrops are the distribution of tokens without compensation generally undertaken with a view of increasing awareness of a new token, to encourage adoption of a new token and to increase liquidity in the early stages of a token project. The Company recognizes crypto assets received through an airdrop if the crypto asset is expected to generate a probable future benefit and if the Company is able to support the trading, custody, or withdrawal of these assets. Airdrops are accounted for in accordance with ASC 610-20 , Sales and Transfer of Nonfinancial Assets, |
Equipment | Equipment Equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Mining equipment Straight-line over 36 |
Convertible Financial Instruments | Convertible Financial Instruments The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Beneficial conversion feature |
Related Parties | Related Parties The Company follows subtopic 850-10 of the ASC for the identification of related parties and disclosure of related party transactions. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Deferred Tax Assets and Income Taxes Provision | Deferred Tax Assets and Income Taxes Provision The Company follows the provisions of ASC 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under ASC 740-10-25-13, 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 consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 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. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax years that remain subject to examination by major tax jurisdictions are generally the prior three years for federal purposes, and the prior four years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, on June 30, 2023 and 2022, we excluded the common stock issuable upon conversion of warrants to 6,620,000 6,600,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of ASC for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of ASC (“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 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 broad levels. The three 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. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. 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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Transactions involving related parties cannot be presumed to be carried out on an arms-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“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). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL Opening balance at June 30, 2022 $ 0 Purchase of goodwill 257,353 Impairment of goodwill (257,353 ) Closing balance at June 30, 2023 $ 0 |
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS | SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Mining equipment Straight-line over 36 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR MARKET VALUES OF ASSETS AND LIABILITIES | SCHEDULE OF FAIR MARKET VALUES OF ASSETS AND LIABILITIES 2023 Fair value of assets acquired and liabilities assumed Deposit $ 244 Inventory 5,203 Design 9,000 Web development 12,500 Goodwill 257,353 Advances payable (35,055 ) Purchase Price $ 249,245 |
SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION | SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION For the Year Ended For the Year Ended Revenue $ 148,182 $ 82,815 Net loss $ (592,466 ) $ (1,124,564 ) Net loss per share $ (0.01 ) $ (0.02 ) |
DIGITAL ASSETS HELD, NET OF I_2
DIGITAL ASSETS HELD, NET OF IMPAIRMENT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Digital Assets Held Net Of Impairment | |
SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT | Digital assets held, net of impairment have consisted of: SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT Digital Assets Balance, June 30, 2021 $ - Purchase of digital assets 11,615,710 Proceeds from sale of digital assets (10,224,899 ) Realized gain on sales/ exchange digital assets 312,598 Acquired digital assets by Airdrop 17,439 Acquired digital assets by Liquidity Pools 81,765 Acquired digital assets by Staking Rewards 852 Digital assets used to pay fees (17,749 ) Impairment charges (1,351,074 ) Balance, June 30, 2022 434,642 Beginning balance 434,642 Purchase of digital assets 6,904,183 Proceeds from sale of digital assets (7,107,258 ) Realized gain on sale/ exchange of digital assets held 546,617 Acquired digital assets by liquidity pools, mining pools and other digital rewards 139,562 Digital assets used to pay prepaid, equipment and expenses (124,890 ) Digital assets used to repay promissory notes (7,502 ) Impairment charges (591,125 ) Balance, June 30, 2023 $ 194,229 Ending balance $ 194,229 |
SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS | As at June 30, 2023, the Company’s holdings of digital assets held, net of impairment consists of: SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS Units held Carrying value, at cost less impairment Cryptocurrency APE 20,356.45 $ 41,114 ETH 9.94 16,138 BTC 0.61 14,904 JOE 18,990.00 5,481 UNI 933.08 2,816 RBNT 5,567.49 1,733 USDC 1,225.96 1,209 Other 1,880 Cryptocurrency Total $ 85,275 Liquidity Pool Tokens Uniswap V3 2.0 $ 65,287 CAKE 7,259.56 9,481 Liquidity Pool Tokens Total $ 74,768 Non-Fungible Tokens Mutant Ape Yacht Club 1 $ 13,247 Meebits 2 10,006 Bored Ape Kennel Club 1 5,105 Nakamigos 1 1,555 OnForce 1 1 1,506 Other NFTs 2,767 Non-Fungible Tokens total $ 34,186 Total digital assets, net of impairment $ 194,229 As at June 30, 2022, the Company’s holdings of digital assets held, net of impairment consists of: Units held Carrying value, at cost less impairment Cryptocurrency APE 9,304.96 $ 34,276 ETH 23.25 23,666 CAKE 4,570.35 12,061 MKR 9.83 7,052 RLP 249.49 6,910 USDC 5,251.32 5,249 LINK 94.05 471 Cryptocurrency Total $ 89,685 Liquidity Pool Tokens Uniswap V3 4.2 239,827 mooEmp 275.77 30,841 Liquidity Pool Tokens Total $ 270,668 Non-Fungible Tokens Mutant Ape Yacht Club 1 $ 19,573 Other Deed 8 38,604 Board Ape Kennel Club 1 6,106 Meebits 2 10,006 Non-Fungible Tokens total $ 74,289 Total digital assets, net of impairment $ 434,642 |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF EQUIPMENT | SCHEDULE OF EQUIPMENT Cost Accumulated Depreciation June 30, 2023 Net Book Value June 30, 2022 Net Book Value Mining equipment $ 76,759 $ 10,143 $ 66,616 $ 0 $ 76,759 $ 10,143 $ 66,616 $ 0 |
IDENTIFIED INTANGIBLE ASSETS (T
IDENTIFIED INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS | SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS June 30, 2023 June 30, 2022 Website development $ 32,999 $ - Design 9,000 - Identifiable Intangible Assets Gross 41,999 - Accumulated amortization (597 ) - Identifiable Intangible Assets $ 41,402 $ - |
NOTES PAYABLE _ RELATED PARTY (
NOTES PAYABLE – RELATED PARTY (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF AMOUNTS OWNED TO RELATED PARTIES | SCHEDULE OF AMOUNTS OWNED TO RELATED PARTIES Debts forgiven by Roran on September 2, 2021 Convertible note payable – related party $ 149,838 Interest on convertible note payable – related party 39,439 Advance from related party 18,367 Forgiveness of convertible note payable, accrued interest and advances – related party $ 207,644 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities on June 30, 2023 and 2022 are comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended Year Ended Deferred tax assets: Net-operating loss carryforward $ 287,503 $ 259,803 Total deferred tax assets 287,503 259,803 Valuation allowance (287,503 ) (259,803 ) Deferred tax assets, net of allowance $ - $ - |
SCHEDULE OF PROVISION FOR INCOME TAXES | SCHEDULE OF PROVISION FOR INCOME TAXES Year Ended Year Ended Federal Current $ - $ - Deferred 287,503 259,803 State - - Current - - Deferred - - Change in valuation allowance (287,503 ) (259,803 ) Income tax provision $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE | The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE Year Ended Year Ended Statutory Federal Income Tax Rate 21 % 21 % Non-deductible expenses (16 )% (5 )% Change in valuation allowance (5 )% (16 )% Income tax provision $ - $ - |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jun. 12, 2023 | Sep. 02, 2021 | Sep. 02, 2021 | May 28, 2014 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 15, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of stock issued | 69.70% | 69.70% | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Total Purchase price | $ 18,000 | ||||||
Net loss | 572,845 | $ 1,115,850 | |||||
Net cash used in operating activities | 198,863 | 153,308 | |||||
Accumulated deficit | 19,619,047 | 19,046,202 | |||||
Common Stock [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Total Purchase price | $ 50 | ||||||
Total Purchase price shares | 500,000 | ||||||
Net loss | |||||||
Stock Purchase Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock shares acquired | 42,476,660 | ||||||
Stock Purchase Agreement [Member] | Roran Capital LLC [Member] | Ryan Schadel [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of shares acquired | 42,476,660 | 42,476,660 | |||||
Purchase price of shares acquired | $ 385,000 | $ 385,000 | |||||
Total Purchase price | $ 385,000 | ||||||
Total Purchase price shares | 42,476,660 | ||||||
Stock Purchase Agreement [Member] | Roran Capital LLC [Member] | Ryan Schadel [Member] | Related Party [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Note payable related parties | $ 207,644 | $ 207,644 | |||||
Interest Purchase Agreement [Member] | Bored Coffee Lab LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Total Purchase price | $ 9,245 | ||||||
Interest Purchase Agreement [Member] | Bored Coffee Lab LLC [Member] | Common Stock [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock shares acquired | 5,000,000 | ||||||
Total Purchase price shares | 5,000,000 | ||||||
Small Business Administration [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Litigation settlement, expense | $ 11,770,722 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||
Opening balance at June 30, 2022 | $ 0 | |
Purchase of goodwill | 257,353 | |
Impairment of goodwill | (257,353) | |
Closing balance at June 30, 2023 | $ 0 | $ 0 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS (Details) | Jun. 30, 2023 |
Accounting Policies [Abstract] | |
Useful life | 36 months |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Goodwill impairment charge | $ 257,353 | |
Earnings on liquidity pools description | The Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3. The Company earns fees proportionate to the liquidity they have supplied to the exchange. The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs. The fees earned by the Company depend on the risk characteristics of each pair of tokens selected and the price range liquidity is provided. Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with liquidity over a price range | |
Income tax examination, description | Tax years that remain subject to examination by major tax jurisdictions are generally the prior three years for federal purposes, and the prior four years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities | |
Conversion Of Warrants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Anti-dilutive, shares | 6,620,000 | 6,600,000 |
Coinbase Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash held | $ 17,086 | |
Federal deposit insurance corporation premium expense | 0 | |
Coinbase Inc [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
FDIC insured amount | $ 250,000 |
SCHEDULE OF FAIR MARKET VALUES
SCHEDULE OF FAIR MARKET VALUES OF ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Fair value of assets acquired and liabilities assumed | ||
Goodwill | $ 0 | $ 0 |
Boring And Bored [Member] | ||
Fair value of assets acquired and liabilities assumed | ||
Deposit | 244 | |
Inventory | 5,203 | |
Design | 9,000 | |
Web development | 12,500 | |
Goodwill | 257,353 | |
Advances payable | (35,055) | |
Purchase Price | $ 249,245 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 148,182 | $ 82,815 |
Net loss | $ (592,466) | $ (1,124,564) |
Net loss per share | $ (0.01) | $ (0.02) |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) | Jun. 12, 2023 USD ($) $ / shares shares |
Boring Brew LLC [Member] | Purchase Agreement [Member] | |
Total consideration | $ 249,245 |
Bored Coffee Lab LLC [Member] | Interest Purchase Agreement [Member] | |
Cash paid | $ 9,245 |
Bored Coffee Lab LLC [Member] | Interest Purchase Agreement [Member] | Common Stock [Member] | |
Total Purchase price shares | shares | 5,000,000 |
Total Purchase price shares | $ 240,000 |
shares issued price per share | $ / shares | $ 0.048 |
SCHEDULE OF DIGITAL ASSETS HELD
SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges | $ (591,125) | $ (1,351,074) |
Digital Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 434,642 | |
Purchase of digital assets | 6,904,183 | 11,615,710 |
Proceeds from sale of digital assets | (7,107,258) | (10,224,899) |
Realized gain on sales/ exchange digital assets | 312,598 | |
Acquired digital assets by Airdrop | 17,439 | |
Acquired digital assets by Liquidity Pools | 81,765 | |
Acquired digital assets by Staking Rewards | 852 | |
Digital assets used to pay fees | (17,749) | |
Impairment charges | (591,125) | (1,351,074) |
Realized gain on sale/ exchange of digital assets held | 546,617 | |
Acquired digital assets by liquidity pools, mining pools and other digital rewards | 139,562 | |
Digital assets used to pay prepaid, equipment and expenses | (124,890) | |
Digital assets used to repay promissory notes | (7,502) | |
Ending balance | $ 194,229 | $ 434,642 |
SCHEDULE OF ASSETS DIGITAL HOLD
SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS (Details) | 12 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 591,125 | $ 1,351,074 |
Total | $ 194,229 | $ 434,642 |
Cryptocurrency APE [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 20,356.45 | 9,304.96 |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 41,114 | $ 34,276 |
Cryptocurrency ETH [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 9.94 | 23.25 |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 16,138 | $ 23,666 |
Cryptocurrency BTC [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 0.61 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 14,904 | |
Cryptocurrency JOE [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 18,990 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 5,481 | |
Cryptocurrency UNI [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 933.08 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 2,816 | |
Cryptocurrency RBNT [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 5,567.49 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 1,733 | |
Cryptocurrency USDC [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 1,225.96 | 5,251.32 |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 1,209 | $ 5,249 |
Cryptocurrency Other [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 1,880 | |
Cryptocurrency [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 85,275 | $ 89,685 |
Liquidity Pool Tokens Uniswap V3 [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 2 | 4.2 |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 65,287 | $ 239,827 |
Liquidity Pool Tokens CAKE [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 7,259.56 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 9,481 | |
Liquidity Pool Tokens [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 74,768 | $ 270,668 |
Non Fungible Tokens Mutant Ape Yacht Club [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 1 | 1 |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 13,247 | $ 19,573 |
Non Fungible Tokens Meebits [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 2 | 2 |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 10,006 | $ 10,006 |
Non Fungible Tokens Bored Ape Kennel Club [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 1 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 5,105 | |
Non Fungible Tokens Nakamingos [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 1 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 1,555 | |
Non Fungible Tokens OnForce 1 [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 1 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 1,506 | |
Non Fungible Tokens Other NFTs [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 2,767 | |
Non Fungible Token [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 34,186 | $ 74,289 |
Cryptocurrenc CAKE [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 4,570.35 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 12,061 | |
Cryptocurrency MKR [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 9.83 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 7,052 | |
Cryptocurrency RLP [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 249.49 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 6,910 | |
Cryptocurrency LINK [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 94.05 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 471 | |
Liquidity Pool Tokens mooEmp [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 275.77 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 30,841 | |
Non Fungible Tokens Other Deed [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 8 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 38,604 | |
Non Fungible Tokens Board Ape Kennel Club [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Units held | 1 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 6,106 |
SCHEDULE OF EQUIPMENT (Details)
SCHEDULE OF EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 76,759 | |
Accumulated Depreciation | 10,143 | |
Net Book Value | 66,616 | |
Mining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 76,759 | |
Accumulated Depreciation | 10,143 | |
Net Book Value | $ 66,616 | $ 0 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Aug. 22, 2022 | |
Depreciation | $ 10,143 | ||
United States of America, Dollars | |||
Deposit | $ 72,095 |
SCHEDULE OF IDENTIFIED INTANGIB
SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Identifiable Intangible Assets Gross | $ 41,999 | |
Accumulated amortization | (597) | |
Identifiable Intangible Assets | 41,402 | |
Website Development [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Identifiable Intangible Assets Gross | 32,999 | |
Design [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Identifiable Intangible Assets Gross | 9,000 | |
Accumulated amortization | $ (250) |
IDENTIFIED INTANGIBLE ASSETS (D
IDENTIFIED INTANGIBLE ASSETS (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 12, 2023 | Jun. 30, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization | $ 597 | ||
Finite lived intangible assets amortization expense year one | 14,000 | ||
Finite lived intangible assets amortization expense year two | 14,000 | ||
Finite lived intangible assets amortization expense year three | 13,402 | ||
Website [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization | 347 | ||
Website [Member] | Boring Brew LLC And Bored Coffee Lab LLC [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Business acquisition of design | $ 12,500 | ||
Design [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization | $ 250 | ||
Design [Member] | Boring Brew LLC And Bored Coffee Lab LLC [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Business acquisition of design | $ 9,000 |
SCHEDULE OF AMOUNTS OWNED TO RE
SCHEDULE OF AMOUNTS OWNED TO RELATED PARTIES (Details) | Sep. 02, 2021 USD ($) |
Extinguishment of Debt [Line Items] | |
Forgiveness of convertible note payable, accrued interest and advances - related party | $ 207,644 |
Convertible Note Payable [Member] | |
Extinguishment of Debt [Line Items] | |
Forgiveness of convertible note payable, accrued interest and advances - related party | 149,838 |
Interest on Convertible Note Payable [Member] | |
Extinguishment of Debt [Line Items] | |
Forgiveness of convertible note payable, accrued interest and advances - related party | 39,439 |
Advance from Related Party [Member] | |
Extinguishment of Debt [Line Items] | |
Forgiveness of convertible note payable, accrued interest and advances - related party | $ 18,367 |
NOTES PAYABLE _ RELATED PARTY_2
NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Sep. 02, 2021 | Sep. 02, 2021 | Jun. 08, 2020 | Dec. 13, 2019 | Jun. 17, 2019 | Sep. 19, 2017 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 116,800 | |||||||||
Proceeds from related party debt | $ 18,367 | |||||||||
Purchase price of shares acquired | 18,000 | |||||||||
Forgiveness of convertible note payable accrued interest and advances related party | $ 207,644 | |||||||||
Additional Paid-in Capital [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase price of shares acquired | $ 17,950 | |||||||||
Roran Capital LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from related party debt | $ 18,367 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable | $ 149,838 | |||||||||
Convertible Loan Agreement [Member] | Roran Capital LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt maturity term description | Pursuant to the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $150,000 in principal over 18 months | |||||||||
Debt instrument face amount | $ 124,500 | $ 250,000 | $ 200,000 | $ 150,000 | ||||||
Debt maturity date | Jun. 19, 2020 | Sep. 19, 2019 | ||||||||
Debt instruments interest rate percentage | 12% | |||||||||
Debt instruments conversion price, percentage | 60% | |||||||||
Accrued and unpaid interest | 25,500 | |||||||||
Conversion common stock value | $ 150,000 | |||||||||
Conversion common stock shares | 41,666,660 | |||||||||
Conversion price per share | $ 0.0036 | |||||||||
Loan Agreement and Promissory Note [Member] | Roran Capital LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 104,838 | |||||||||
Accrued and unpaid interest | $ 19,988 | |||||||||
Stock Purchase Agreement [Member] | Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Forgiveness of convertible note payable accrued interest and advances related party | $ 207,644 | |||||||||
Stock Purchase Agreement [Member] | Related Party [Member] | Additional Paid-in Capital [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Forgiveness of convertible note payable accrued interest and advances related party | $ 207,644 | |||||||||
Stock Purchase Agreement [Member] | Roran Capital LLC [Member] | Ryan Schadel [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares acquired | 42,476,660 | |||||||||
Purchase price of shares acquired | $ 385,000 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Aug. 29, 2022 | Aug. 12, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 29, 2022 | May 10, 2022 | Oct. 18, 2021 | Sep. 30, 2019 | |
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 116,800 | |||||||
Purchase of warrants | 20,000 | |||||||
Warrant exercise price | $ 0.075 | |||||||
Amortization of debt discount | $ 597 | |||||||
Fair value of common stock | 9,000 | |||||||
Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Volatility | 157% | |||||||
Interest- free rate | 3.18% | |||||||
Expected dividend yield rate | ||||||||
Expected life | 3 years | |||||||
Promissory Note Four [Member] | Tom Zarro [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 25,000 | |||||||
Debt interest rate | 5% | |||||||
Maturity date | Aug. 12, 2023 | |||||||
Debt instrument interest rate effective percentage | 12% | |||||||
Purchase of warrants | 20,000 | |||||||
Warrant exercise price | $ 0.075 | |||||||
Convertible Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 20,000 | |||||||
Debt interest rate | 3.25% | |||||||
Amortization of debt discount | 6,983 | 0 | ||||||
Debt unamortized cost | 933 | 0 | ||||||
Accrued interest payable | 1,103 | 0 | ||||||
Promissory Note One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 100,000 | |||||||
Debt interest rate | 5% | 0.01% | ||||||
Maturity date | Aug. 29, 2022 | |||||||
Amortization of debt discount | 6,614 | 0 | ||||||
Debt unamortized cost | 2,386 | 0 | ||||||
Accrued interest payable | 2,080 | 0 | ||||||
Fair value of common stock | $ 9,000 | |||||||
Promissory Note One [Member] | Ryan Schadel [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Total Purchase price shares | 150,000 | |||||||
Promissory Note Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 40,000 | |||||||
Debt interest rate | 0.01% | |||||||
Accrued interest payable | 1 | 0 | ||||||
Repayment of note by transfer of assets | 7,502 | |||||||
Promissory Note Three [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Accrued interest payable | 1,936 | $ 0 | ||||||
Principal amount repaid in cash | $ 20,000 | |||||||
Promissory Note Three [Member] | Chief Executive Officier [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument face amount | $ 50,000 | |||||||
Debt interest rate | 5% | |||||||
Maturity date | Aug. 12, 2023 | |||||||
Debt instrument interest rate effective percentage | 12% |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | 12 Months Ended | |||||||
May 10, 2022 | May 09, 2022 | May 06, 2022 | Mar. 10, 2022 | Mar. 04, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2019 | |
Short-Term Debt [Line Items] | ||||||||
Debt face amount | $ 116,800 | |||||||
Debt amortized cost | $ 597 | |||||||
Convertible Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt face amount | $ 20,000 | |||||||
Debt instruments interest rate percentage | 3.25% | |||||||
Debt conversion price per share | $ 0.05 | |||||||
Debt converted shares issued | $ 0.14 | |||||||
Beneficial conversion | $ 20,000 | |||||||
Debt amortized cost | 6,983 | 0 | ||||||
Debt unamortized cost | 933 | 0 | ||||||
Accrued interest payable | 1,103 | 0 | ||||||
Convertible Promissory Note [Member] | Holder [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt amortized cost | 3,998 | 559 | ||||||
Convertible Promissory Note One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt unamortized cost | 15,442 | 19,441 | ||||||
Accrued interest payable | 741 | 0 | ||||||
Convertible Promissory Note Related Party [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt face amount | $ 40,874 | |||||||
Debt instruments interest rate percentage | 3.50% | |||||||
Debt conversion price per share | $ 0.05 | |||||||
Debt converted shares issued | $ 0.125 | |||||||
Beneficial conversion | $ 40,874 | |||||||
Debt unamortized cost | 30,062 | 38,233 | ||||||
Accrued interest payable | 659 | 0 | ||||||
Debt amortized cost | 8,170 | 2,641 | ||||||
Convertible Promissory Note Related Party One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt face amount | $ 59,986 | |||||||
Debt instruments interest rate percentage | 3.25% | |||||||
Debt conversion price per share | $ 0.05 | |||||||
Debt converted shares issued | $ 0.142 | |||||||
Beneficial conversion | $ 59,986 | |||||||
Debt unamortized cost | 44,316 | 56,307 | ||||||
Accrued interest payable | 967 | 0 | ||||||
Debt amortized cost | 11,991 | 3,679 | ||||||
Convertible Promissory Note Related Party Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt face amount | $ 100,000 | |||||||
Debt instruments interest rate percentage | 3.25% | |||||||
Debt conversion price per share | $ 0.05 | |||||||
Debt converted shares issued | $ 0.145 | |||||||
Beneficial conversion | $ 100,000 | |||||||
Debt unamortized cost | 76,999 | 96,988 | ||||||
Accrued interest payable | 1,612 | 0 | ||||||
Debt amortized cost | 19,989 | 3,012 | ||||||
Convertible Promissory Note Related Party Three [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt face amount | $ 100,000 | |||||||
Debt instruments interest rate percentage | 3.25% | |||||||
Debt conversion price per share | $ 0.05 | |||||||
Debt converted shares issued | $ 0.1415 | |||||||
Beneficial conversion | $ 100 | |||||||
Debt unamortized cost | 77,165 | 97,152 | ||||||
Accrued interest payable | 1,611 | 0 | ||||||
Debt amortized cost | $ 19,989 | $ 2,848 |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Jun. 12, 2023 | Apr. 07, 2023 | Jul. 15, 2022 | Mar. 16, 2022 | Mar. 11, 2022 | Jun. 30, 2023 | Aug. 12, 2022 | Jun. 30, 2022 | Dec. 15, 2021 | |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares issued for website | $ 18,000 | ||||||||
Warrants and rights outstanding, term | 3 years | ||||||||
Purchase of warrants | 20,000 | ||||||||
Warrant exercise price | $ 0.075 | ||||||||
Warrants weighted average remaining term | 3 years 8 months 12 days | ||||||||
Forward stock split | 10-for-1 forward stock split | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for website | $ 50 | ||||||||
Total Purchase price shares | 500,000 | ||||||||
Common Stock [Member] | Boring Brew LLC And Bored Coffee Lab LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for website | $ 240,000 | ||||||||
Total Purchase price shares | 5,000,000 | ||||||||
Common Stock [Member] | Website Development Services [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for website | $ 18,000 | ||||||||
Total Purchase price shares | 500,000 | ||||||||
Warrant One [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Total Purchase price shares | 2,200,000 | ||||||||
Issued price per share | $ 0.13 | ||||||||
Warrant Two [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Total Purchase price shares | 2,200,000 | ||||||||
Issued price per share | $ 0.15 | ||||||||
Warrant Three [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Total Purchase price shares | 2,200,000 | ||||||||
Issued price per share | $ 0.175 | ||||||||
Warrants and rights outstanding, term | 5 years | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 100 | ||||||||
Shares issued for website | $ 50,000 | ||||||||
Total Purchase price shares | 100,000 | ||||||||
Equity blocker percentage | 9.99% | ||||||||
Preferred stock, shares issued | 22 | 22 | |||||||
Series A Convertible Preferred Stock [Member] | Stock Purchases Agreements [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 22 | ||||||||
Warrants issued for cash | $ 1,100,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Income Tax Disclosure [Abstract] | ||
Net-operating loss carryforward | $ 287,503 | $ 259,803 |
Total deferred tax assets | 287,503 | 259,803 |
Valuation allowance | (287,503) | (259,803) |
Deferred tax assets, net of allowance |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | 287,503 | 259,803 |
Current | ||
Deferred | ||
Change in valuation allowance | (287,503) | (259,803) |
Income tax provision |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal Income Tax Rate | 21% | 21% |
Non-deductible expenses | (16.00%) | (5.00%) |
Change in valuation allowance | (5.00%) | (16.00%) |
Income tax provision |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income tax expense | ||
Effective income tax reconciliation percentage | 80% | |
Deduction to adjusted taxable income | 30% | |
Operating loss carry forwards | $ 1,369,100 | |
Valuation allowance deferred tax asset change in amount | $ 287,503 | $ 259,803 |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Prior year income tax, percentage | 30% | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Prior year income tax, percentage | 50% | |
Valuation allowance deferred tax asset change in amount | $ 27,700 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 10, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Subsequent Event [Line Items] | |||
Cash | $ 17,086 | $ 35,151 | |
Restore Franchise Group LLC [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Cash | $ 30,000 | ||
Interest rate | 3% |