Shareholders’ Deficit

6 Months Ended

Dec. 31, 2023

Equity [Abstract]

Shareholders’ Deficit

Note 10 – Shareholders’ Deficit

Preferred Stock:

The Company is currently authorized to issue 25,000,000 shares of preferred stock, par value of $0.0001.

Series A Convertible Preferred Stock: The Company is currently authorized to issue up to 100,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share, convertible at a ratio of 1 share of Series A Convertible Preferred Stock for 2 shares of common stock. These shares have no voting rights. As of December 31, 2023 and June 30, 2023, 688 shares of Series A Convertible Preferred Stock were issued and outstanding, respectively.

Series B Convertible Preferred Stock: The Company is currently authorized to issue up to 62,500 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, convertible at a ratio of 1 share of Series B Convertible Preferred Stock for 2 shares of common stock. These shares have voting rights and vote on an “as converted” basis in actions required to have Series B Preferred Stockholder approval. As of December 31, 2023 and June 30, 2023, 9,938 shares of Series B Convertible Preferred Stock were issued and outstanding, respectively.

Series C Convertible Preferred Stock: The Company is currently authorized to issue up to 6,944,445 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, convertible at a ratio of 1 share of Series C Convertible Preferred Stock for 10 shares common stock. These shares have voting rights and vote on an “as converted” basis on all matters submitted to our Stockholders for approval.

The Company issued 6,700,003 shares for the BOAPIN asset purchase; these shares were issued on September 1, 2020.

On November 28, 2023, 1,162,050 shares of Series C Convertible Preferred Stock were forfeited by the investor, Hypersoft Ventures. Pursuant to ASC 260-10-S99, the transaction was accounted for as a preferred stock extinguishment. As such, the Company recorded the difference between the fair value of consideration transferred to the preferred stock holder ($0) and the carrying amount of the preferred stock ($65,075) as an increase to net income attributable to common stockholders. There was no net effect to stockholders’ deficit on the consolidated balance sheet or statement of changes in stockholders’ deficit.

As of December 31, 2023 and June 30, 2023, 5,676,839 and 6,838,889 shares of Series C Convertible Preferred Stock were issued and outstanding, respectively.

Series D Convertible Preferred Stock: The Company is currently authorized to issue up to 500,000 shares of Series D Convertible Preferred Stock, par value $0.0001 per share, convertible at a ratio of 1 share of Series D Convertible Preferred stock for 10 shares of common stock. These shares have voting rights and vote on an “as converted” basis in actions required to have Series D Preferred Stockholder approval. As of December 31, 2023 and June 30, 2023, 425,000 shares of Series D Convertible Preferred Stock were issued and outstanding, respectively.

Series E Convertible Preferred Stock: The Company is currently authorized to issue up to 4,000,000 shares of Series E Convertible Preferred Stock, par value $0.0001 per share, convertible at a ratio of 1 share of Series E Convertible Preferred Stock for 100 shares of common stock. Each of these shares carries a voting right equivalent to 10,000 shares of common stock. The Company may not issue any other shares with extended voting rights.

As of December 31, 2023 and June 30, 2023, 4,000,000 shares of Series E Convertible Preferred Stock were issued and outstanding, respectively.

Common Stock:

The Company is currently authorized to issue 3,000,000,000 shares of common stock, par value of $0.0001 per share.

During the six months ended December 31, 2023,

· the Company has issued 100,000,000 common shares pursuant to its Regulation A offering for net proceeds of $99,000.

· the Company issued 160,450,000 common shares pursuant to subscriptions received prior to June 30, 2023.

During the six months ended December 31, 2023, the Company also recorded shares to be issued of 1,958,333 to its officers as compensation, valued at $1,854 or $0.001 per share. All shares were recorded at the stock price of the date of agreement or grant.

During the six months ended December 31, 2023, the Company received proceeds totaling $114,000 in connection with the issuance of 115,000,000 shares of common stock. Of the total proceeds received, $99,000 in proceeds was received from the issuance of 100,000,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.0001. Proceeds of $15,000 were received from the issuance of 15,000,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.0001 per share. Of these issuances, only 15,000,000 shares are yet to be issued as of December 31, 2023.

As of December 31, 2023 and June 30, 2023, the Company has 1,826,705,108 and 1,566,255,108 shares of common stock issued and outstanding, respectively.