EQUITY

9 Months Ended

Mar. 31, 2024

EQUITY

EQUITY

NOTE 12 – EQUITY

Common Stock

As of March 31, 2024 and June 30, 2023, the Company had 5,000,000,000 shares of common stock authorized with a par value of $0.00001. There were 455,044,644 and 389,433,144 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively.

During the nine months ended March 31, 2024, the Company issued 33,500,000 shares of common stock in exchange for the conversion of 33,500 shares of Series A Preferred Stock.

During the nine months ended March 31, 2024, holders of bridge loans converted $110,000 in principal and $11,000 in accrued interest was converted into 12,100,000 shares of common stock.

During the nine months ended March 31, 2024, Auctus converted $200,115 in interest into 20,011,500 shares of common stock.

Series A Preferred Stock

There are 100,000,000 shares authorized as preferred stock, of which 3,500,000 are designated as Series A preferred stock having a par value of $0.00001 per share. The Series A preferred stock has the following rights:

· Voting: The preferred shares shall be entitled to 1,000 votes to every one share of common stock.

· Dividends: The Series A preferred stockholders are treated the same as the common stockholders except at the dividend on each share of Series A convertible preferred stock is equal to the amount of the dividend declared and paid on each share of common stock multiplied by the Conversion Rate.

· Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a 1:1,000 basis.

As of March 31, 2024 and June 30, 2023, the Company had 723,895 and 757,395 shares of Series A preferred stock issued and outstanding, respectively.

Series B Preferred Stock

On March 25, 2021, the Certificate of Designation for the Series B Preferred was recorded by the State of Nevada. There are 100,000,000 shares authorized as preferred stock, of which 1,000,000 are designated as Series B Preferred Stock having a par value of $0.00001 per share. The Series B preferred stock is not convertible, grants 5,000 votes and no liquidation preference.

Stock Options

In connection with certain advisory board compensation agreements, the Company issued an aggregate 21,250,000 options at an exercise price of $0.12 per share for the year ended June 30, 2022. These options vest quarterly over twenty-four months and have a term of three years. The grant date fair value was $3,964,207. The Company recorded compensation expense in the amount of $0 and $642,492 for these options for the nine months ended March 31, 2024 and 2023, respectively. The Company recorded compensation expense in the amount of $0 and $126,575 for these options for the three months ended March 31, 2024 and 2023, respectively. As of June 30, 2023, there was $0 of total unrecognized compensation cost related to non-vested portion of options granted.

As of March 31, 2024, there were 21,250,000 options outstanding, of which 21,250,000 are exercisable. The weighted average remaining term is 0.34 years.

A summary of the Company’s stock options activity is as follows:

	Number of Options		Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		21,250,000	$	0.12		1.11
Granted		-		-
Exercised		-		-
Canceled		-		-
Outstanding at March 31, 2024		21,250,000	$	0.12		0.34	$	-
Exercisable at March 31, 2024		21,250,000	$	0.12		0.34	$	-

Significant inputs and results arising from the Black-Scholes process are as follows for the options:

Quoted market price on valuation date	$0.169 - $0.23
Exercise prices		$0.12
Range of expected term	1.55 Years – 2.49 Years
Range of market volatility:
Range of equivalent volatility	181.21% - 275.73%
Range of interest rates	0.20% - 1.08%

Warrants

As of March 31, 2024, and June 30, 2023, the Company had 118,968,828 warrants outstanding. The warrants have a term of two to five years and an exercise price range from $0.01 and $0.1187. The Company evaluated the warrants under ASC 815, Derivatives and Hedging (“ASC 815”) and determined that they did not require liability classification. The warrants were recorded in additional paid-in capital under their aggregate relative fair values. As of March 31, 2024 the weighted average remaining useful life of the warrants was 2.79. The warrants are detailed as follows:

Number of Warrants	Number of Warrants			Weighted- Average Exercise Price		Weighted- Average Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at June 30, 2023		104,802,161		$	0.1015		3.79	$	-
Granted		15,000,000		$	0.01		3.30	$	-
Exercised		-			-
Canceled		(833,333	)		-
Outstanding at March 31, 2024		118,968,828		$	0.1015		2.79	$	-
Vested at March 31, 2024		118,968,828		$	0.1015		2.79	$	-
Exercisable at March 31, 2024		118,968,828		$	0.1015		2.79	$	-