NOTE PAYABLE AND CONVERTIBLE NOTES (Details Narrative) - USD ($)
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1 Months Ended |
3 Months Ended |
12 Months Ended |
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Aug. 23, 2023 |
Aug. 16, 2023 |
Aug. 15, 2023 |
Jul. 19, 2023 |
Jul. 06, 2023 |
Feb. 15, 2023 |
Feb. 14, 2023 |
Nov. 03, 2022 |
Sep. 21, 2022 |
Aug. 15, 2022 |
Aug. 12, 2022 |
Sep. 16, 2020 |
Oct. 03, 2019 |
Jul. 31, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2020 |
Jul. 05, 2023 |
Jun. 30, 2022 |
Dec. 07, 2021 |
Nov. 30, 2020 |
| Short-Term Debt [Line Items] |
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| Principal amount |
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$ 70,800
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| Debt instrument, interest rate, stated percentage |
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10.00%
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| Interest payable current and non current |
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5,184
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| Amortization of debt discount |
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69,457
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$ 31,275
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| Proceeds from loan payable - related party |
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153,256
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| Remaining debt discount |
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331,500
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$ 338,362
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| Note payable, net of discount |
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126,000
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| Original issue discount |
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79,236
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38,994
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| Proceeds from convertible debt |
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220,000
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345,750
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| Debt instrument debt default interest rate |
24.00%
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| Settled debt premium |
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145,179
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91,171
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| Gain on extinguishment of debt |
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34,310
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(610)
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| Penalty amount |
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30,000
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| Original issue discounts amount |
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$ 34,500
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33,750
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| Lowest trading price percentage |
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4.99%
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| Derivative liabilities |
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$ 119,069
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423,209
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| Additional debt issued |
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229,190
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456,939
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| Settlement of convertible debt |
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142,909
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| Conversion of Stock, Amount Converted |
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34,838
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133,646
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| Convertible Notes [Member] |
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| Short-Term Debt [Line Items] |
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| Amortization of debt discount |
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52,258
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31,275
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| Crown Bridge Partners, LLC [Member] |
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| Short-Term Debt [Line Items] |
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| Principal amount |
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$ 65,280
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| Debt instrument, interest rate, stated percentage |
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15.00%
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| Interest payable current and non current |
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$ 38,190
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| ONE44 Capital LLC [Member] |
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| Short-Term Debt [Line Items] |
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| Interest payable current and non current |
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2,136
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24,255
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| Settled debt premium |
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133,305
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| GS Capital Partners, LLC [Member] |
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| Short-Term Debt [Line Items] |
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| Interest payable current and non current |
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5,184
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2,945
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| Coventry Enterprises LLC Securities Purchase Agreement [Member] |
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| Short-Term Debt [Line Items] |
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| Monthly payment amount |
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$ 19,643
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| Securities Purchase Agreement [Member] |
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| Short-Term Debt [Line Items] |
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| Principal amount |
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65,280
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| Debt instrument maturity date |
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Oct. 03, 2020
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| Amortization of debt discount |
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92,500
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127,418
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| Original issue discount |
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88,846
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$ 115,769
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| Securities Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] |
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| Short-Term Debt [Line Items] |
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| Principal amount |
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65,280
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$ 65,280
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$ 9,600
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| Debt instrument maturity date |
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Oct. 03, 2020
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| Debt instrument, interest rate, stated percentage |
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15.00%
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| Debt instrument description |
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The
conversion price of the Crown Bridge Note was equal to 60% (representing a 40% discount) of the lowest closing bid price of the common
stock for the ten trading days immediately prior to the delivery of a notice of conversion under such note, including the day upon which
such notice was received.
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| Interest payable current and non current |
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38,190
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35,722
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$ 25,930
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| Original issue discount |
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$ 5,000
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| Proceeds from convertible debt |
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$ 100,000
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| Debt instrument debt default interest rate |
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15.00%
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| Settled debt premium |
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$ 72,000
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13,889
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6,400
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| Unissued shares conversion |
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15
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| Equity conversion |
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$ 16,000
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| Gain on extinguishment of debt |
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43,520
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| Securities Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | Minimum [Member] |
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| Short-Term Debt [Line Items] |
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| Debt instrument debt default interest rate |
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110.00%
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| Percentage of outstanding shares of common stock |
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4.99%
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| Securities Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | Maximum [Member] |
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| Short-Term Debt [Line Items] |
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| Debt instrument debt default interest rate |
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150.00%
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| Percentage of outstanding shares of common stock |
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9.99%
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| Securities Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | October 3, 2019 GW Note [Member] |
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| Short-Term Debt [Line Items] |
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| Principal amount |
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$ 108,000
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$ 65,280
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| Debt instrument principal payment |
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$ 3,000
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| Securities Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | August 2019 Auctus Note [Member] |
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| Short-Term Debt [Line Items] |
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| Interest payable current and non current |
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7,232
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| Settled debt premium |
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28,480
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| Convertible debt principal amount |
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$ 42,720
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| Securities Purchase Agreement [Member] | 1800 Diagonal Lending LLC [Member] |
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| Short-Term Debt [Line Items] |
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| Debt instrument, interest rate, stated percentage |
|
800.00%
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| Interest payable current and non current |
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2,488
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| Debt instrument debt default interest rate |
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35.00%
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| Percentage of outstanding shares of common stock |
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150.00%
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| Convertible debt principal amount |
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165,000
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| Debt instrument settlement debt amount |
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$ 88,846
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| Debt outstanding principal percentage |
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22.00%
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| Penalty amount |
|
$ 1,000
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| Securities Purchase Agreement [Member] | 1800 Diagonal Lending LLC [Member] | Minimum [Member] |
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| Short-Term Debt [Line Items] |
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| Debt instrument debt default interest rate |
|
110.00%
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| Securities Purchase Agreement [Member] | 1800 Diagonal Lending LLC [Member] | Maximum [Member] |
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| Short-Term Debt [Line Items] |
|
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| Debt instrument debt default interest rate |
|
129.00%
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| Percentage of outstanding shares of common stock |
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9.99%
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| Securities Purchase Agreement [Member] | 1800 Diagonal Lending LLC [Member] | July Six Twenty Twenty Three Thousand Eighthundred Diagonal Note [Member] |
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| Short-Term Debt [Line Items] |
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| Principal amount |
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$ 65,000
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| Debt instrument maturity date |
|
|
|
|
Jun. 29, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | 1800 Diagonal Lending LLC [Member] | July Nineteen Twenty Twenty Three Thousand Eighthundred Diagonal Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
$ 45,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument maturity date |
|
|
|
Jul. 19, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | 1800 Diagonal Lending LLC [Member] | August Sixteen Twenty Twenty Three Thousand Eighthundred Diagonal Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
$ 55,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument maturity date |
|
Aug. 16, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | ONE44 Capital LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
|
|
|
$ 111,111
|
|
|
|
|
|
|
|
84,500
|
|
118,111
|
|
|
|
$ 110,000
|
|
| Debt instrument maturity date |
|
|
|
|
|
|
|
|
|
Aug. 15, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, interest rate, stated percentage |
|
|
|
|
|
|
10.00%
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest payable current and non current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,861
|
|
4,726
|
|
|
|
|
|
| Settled debt premium |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,510
|
|
182,376
|
|
|
|
|
|
| Convertible debt principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,611
|
|
338,700
|
|
|
|
|
|
| Debt outstanding principal percentage |
|
|
|
|
|
24.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Original issue discounts amount |
|
|
|
|
|
|
$ 11,111
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legal fees |
|
|
|
|
|
|
$ 5,500
|
|
|
$ 5,500
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument debt default interest rate |
|
|
|
|
|
|
|
|
60.00%
|
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument discount rate |
|
|
|
|
|
|
|
|
40.00%
|
|
40.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Debt principal increase percentage |
|
|
|
|
|
|
20.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | ONE44 Capital LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument debt default interest rate |
|
|
|
|
|
|
120.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Penalty amount |
|
|
|
|
|
|
$ 250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument debt default interest rate |
|
|
|
|
|
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument discount rate |
|
|
|
|
|
|
35.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | ONE44 Capital LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument debt default interest rate |
|
|
|
|
|
|
135.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Penalty amount |
|
|
|
|
|
|
$ 500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument debt default interest rate |
|
|
|
|
|
|
65.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument discount rate |
|
|
|
|
|
|
40.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
$ 77,500
|
|
|
|
|
|
|
|
$ 71,500
|
|
$ 93,000
|
|
|
|
82,000
|
|
75,300
|
|
|
|
|
|
| Debt instrument maturity date |
Feb. 23, 2024
|
|
|
|
|
|
|
|
Mar. 21, 2023
|
|
Apr. 12, 2023
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, interest rate, stated percentage |
8.00%
|
|
|
|
|
|
|
|
8.00%
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Interest payable current and non current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
887
|
|
4,263
|
|
|
|
|
|
| Original issue discount |
$ 5,000
|
|
|
|
|
|
|
|
$ 4,000
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
| Percentage of outstanding shares of common stock |
|
|
|
|
|
|
|
|
4.99%
|
|
4.99%
|
|
|
|
|
|
|
|
|
|
|
|
| Legal fees |
$ 2,500
|
|
|
|
|
|
|
|
$ 2,500
|
|
$ 3,000
|
|
|
|
|
|
|
|
|
|
|
|
| Debt principal increase percentage |
20.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from Issuance of Debt |
|
|
|
|
|
|
|
|
$ 65,000
|
|
$ 85,000
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion price, description |
The GS Capital Note is exchangeable for an equal aggregate principal
amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price
for the GS Capital Note is equal to $0.04 per share (the “Fixed Price”), provided that the Fixed Price will be reduced to
$0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive trading days.
In the event of a default under the Note and unless the Fixed Price is lower, such conversion price will equal the lowest trading price
of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty
calendar days during the period in which the Company remains in default. Pursuant to the Note, in the event that such conversion price
is below the par value of the Common Stock, the Company has agreed to take all steps to reduce such par value or conduct a reverse split
of its Common Stock, as applicable. Notwithstanding the foregoing, such conversion price and lookback periods are subject to adjustment
in favor of the Investor in the event the Company issues securities to another party with more favorable conversion terms, and such conversions
are subject to a 4.99% beneficial ownership limitation (which may be increased to 9.9% upon 60 days’ prior written notice from
the holder of the Note) and adjustments for mergers, consolidations, reorganizations and similar events set forth in the Note, other
than a transfer or sale of all or substantially all Company assets. Pursuant to the Note, the Company is required to maintain an initial
reserve of at least 400% of the number of Conversion Shares, subject to any increase of such reserved amount to reflect the Company’s
obligations under the Note.
|
|
|
|
|
|
|
|
Such note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,
as requested by GS Capital surrendering the same. GS Capital is entitled, at its option, at any time after cash payment, to convert all
or any amount of the principal face amount of the GS Capital Note then outstanding into shares of common stock at a price per share equal
to $2 (the “September Fixed Price”). However, in the event the common stock trades below $1.40 per share for more than
five consecutive trading days, then the September Fixed Price becomes $0.90 per share
|
|
The GS Capital Note was exchangeable for an equal aggregate principal amount of notes
of different authorized denominations, as requested by GS Capital by surrendering the same. GS Capital was entitled, at its option, at
any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding into shares
of common stock at a price per share equal to $2.80 per share (the “Fixed Price”). However, in the event the common
stock trades below $2 per share for more than five consecutive trading days, then the Fixed Price became $1.30 per share
|
|
|
|
|
|
|
|
|
|
|
|
| Lowest trading price percentage |
|
|
|
|
|
|
|
|
65.00%
|
|
65.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,000
|
|
75,300
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument debt default interest rate |
110.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Penalty amount |
$ 250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument debt default interest rate |
125.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Penalty amount |
$ 500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | Coventry Enterprises LLC Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, interest rate, stated percentage |
|
|
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest payable current and non current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,043
|
|
22,749
|
|
|
|
|
|
| Amortization of debt discount |
|
|
|
|
|
|
|
$ 37,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Original issue discount |
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from convertible debt |
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible debt principal amount |
|
|
|
|
|
|
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument guaranteed interest |
|
|
|
|
|
|
|
$ 12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares issued |
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Default penalty |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
| Amount of convertible debt outstanding with penalty |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
|
|
144,951
|
|
|
|
|
|
| Amount repaid for covertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,049
|
|
5,049
|
|
|
|
|
|
| Additional debt issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,328
|
|
561
|
|
|
|
|
|
| Settlement of convertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 142,979
|
|
|
|
|
|
|
|
|
| Interest payable current and non current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
357
|
|
|
|
|
|
|
|
| Crown Bridge Financing Agreement [Member] | Crown Bridge Partners, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
| August 10, 2017 Consulting Agreement [Member] | GS Capital Partners, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible debt principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,800
|
|
$ 89,200
|
|
|
|
|
|
| Loans Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument original issue discount rate |
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, discount amount |
|
|
$ 120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
$ 132,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument maturity date |
|
|
Nov. 15, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, interest rate, stated percentage |
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument increase interest rate |
|
|
18.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument description |
|
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The Company
has the right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts
that the Company may owe the August 2023 Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium
of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120%
if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023, unless the Company and
the Lender agree to otherwise effect repayment.
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| Interest payable current and non current |
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1,664
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| Amortization of debt discount |
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6,000
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| Proceeds from loan payable - related party |
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132,000
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| Remaining debt discount |
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$ 6,000
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