UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended
September 30, 2017

2018

¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number:
000-54277

BANJO & MATILDA, INC
.

(Exact name of registrant as specified in its charter)

Nevada

27-1519178

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

1221 2nd Street #300

Santa Monica CA 90401

Innovation Centre #1
3998 FAU Boulevard, Suite 309
Boca
Raton, Florida 33431
(Address of principal executive offices and zip code)

724 769 3091

561-491-9595
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of June 17, 2019,February 23, 2020, the Registrant had outstanding 69,584,149 shares of common stock.

 
 
 
 

BANJO & MATILDA, INC.

FORM 10-Q

TABLE OF CONTENTS

Page

Page

3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

3

4
F-1
F-2
F-3
F-4
F-5

Item 1.

Financial statements

4

CONSOLIDATED BALANCE SHEETS

F-1

CONSOLIDATED STATEMENTS OF OPERATIONS

F-2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 F-3

CONSOLIDATED STATEMENT OF CASH FLOWS

F-4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-5

5
14
14

5

PART II – OTHER INFORMATION

15

9

15

9

15

9

15

9

15

9

15
16

Item 5.

Other Information

9

Item 6.

Exhibits

10

11

17

 
2
 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

 
3
 

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

BANJO & MATILDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

2018

(UNAUDITED)

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

F-1

F-2

Consolidated Statements of Comprehensive Loss

 F-3

F-3

F-4

F-5

 
4
 
 

BANJO & MATILDA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2017 AND JUNE 30, 2017

 

 

September 30,

 

 

June 30,

 

 

 

2017

 

 

2017

 

 

 

(UNAUDITED)

 

 

 

 

  ASSETS 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$7,325

 

 

$4,491

 

Trade receivables, net

 

 

1,464

 

 

 

-

 

Inventory, net

 

 

-

 

 

 

18,443

 

TOTAL CURRENT ASSETS

 

 

8,789

 

 

 

22,934

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

6,975

 

 

 

7,529

 

TOTAL NON-CURRENT ASSETS

 

 

6,975

 

 

 

7,529

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$15,764

 

 

$30,463

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Trade and other payables

 

$1,289,524

 

 

$1,178,978

 

Deposit payable

 

 

4,621

 

 

 

4,621

 

Trade financing

 

 

364,151

 

 

 

367,588

 

Accrued interest

 

 

616,682

 

 

 

523,257

 

Loans payable (net of related discount)

 

 

647,246

 

 

 

630,786

 

Loan from related parties

 

 

170,626

 

 

 

170,626

 

Convertible loan from related parties (net of related discount)

 

 

387,328

 

 

 

387,328

 

TOTAL CURRENT LIABILITIES

 

 

3,480,178

 

 

 

3,263,184

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

3,480,178

 

 

 

3,263,184

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value, 100,000,000 shares authorized and 1,000,000 shares issued and outstanding, respectively

 

 

10

 

 

 

10

 

Common stock, $0.00001 par value, 100,000,000 shares authorized and 69,584,149 and 58,823,116 shares issued and outstanding, respectively

 

 

695

 

 

 

695

 

Additional paid in capital

 

 

1,951,295

 

 

 

1,951,295

 

Other accumulated comprehensive gain

 

 

100,007

 

 

 

100,007

 

Accumulated deficit

 

 

(5,516,421)

 

 

(5,284,728)

TOTAL STOCKHOLDERS' DEFICIT

 

 

(3,464,414)

 

 

(3,232,721)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$15,764

 

 

$30,463

 

CONDENSED CONSOLIDATED BALANCE SHEETS
     
  
September 30,
  
June 30,
 
  
2018
  
2018
 
  
(Unaudited)
   
ASSETS
      
CURRENT ASSETS
      
Prepaids $-  $18,500 
Assets of discontinued operations  12,063   5,385 
TOTAL CURRENT ASSETS
  12,063   23,885 
         
TOTAL ASSETS
 $12,063  $23,885 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
        
         
CURRENT LIABILITIES
        
Trade and other payables $597,357  $559,759 
Settlement Payable  250,000   250,000 
Trade financing  56,197   56,197 
Accrued interest  388,620   339,059 
Accrued interest, related parties  251,107   228,823 
Loans payable, net of discount and deferred interest  580,875   580,875 
Convertible notes payable  150,331   143,453 
Convertible loans from related parties  443,871   443,871 
Liabilities of discontinued operations  1,498,990   1,492,950 
TOTAL CURRENT LIABILITIES
  4,217,348   4,094,987 
         
TOTAL LIABILITIES
  4,217,348   4,094,987 
         
STOCKHOLDERS’ DEFICIT
        
Preferred stock, $0.00001 par value, 100,000,000 shares authorized  10   10 
and 1,000,000 shares issued and outstanding, respectively        
Common stock, $0.00001 par value, 100,000,000 shares authorized and  695   695 
69,584,149 shares issued and outstanding, respectively    ��   
Additional paid in capital  1,951,295   1,951,295 
Other accumulated comprehensive income  100,007   100,007 
Accumulated deficit  (6,257,292)  (6,123,109)
TOTAL STOCKHOLDERS’ DEFICIT
  (4,205,285)  (4,071,102)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 $12,063  $23,885 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

statements.

 
F-1
 

BANJO & MATILDA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

 

 

September 30,

2017

 

 

September 30,

2016

 

 

 

 

 

 

 

 

Revenue

 

$79,779

 

 

$200,927

 

Cost of sales

 

 

19,699

 

 

 

46,944

 

Gross profit

 

 

60,080

 

 

 

153,983

 

 

 

 

 

 

 

 

 

 

Payroll and employee related expenses

 

 

133,029

 

 

 

122,483

 

Operating expense

 

 

8,829

 

 

 

20,104

 

Marketing expense

 

 

5,143

 

 

 

17,781

 

Selling expense

 

 

7,047

 

 

 

31,478

 

Samples and design expense

 

 

-

 

 

 

1,706

 

Occupancy expenses

 

 

6,348

 

 

 

14,597

 

Depreciation and amortization expense

 

 

554

 

 

 

2,662

 

Finance Charges

 

 

11,351

 

 

 

8,808

 

Corporate and public company expense

 

 

19,359

 

 

 

7,422

 

Total operating expenses

 

 

191,660

 

 

 

227,041

 

Loss from operations

 

 

(131,580)

 

 

(73,058)

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Other income

 

 

(882)

 

 

687

 

Amortization of debt discount

 

 

(12,534)

 

 

(16,392)

Interest expense

 

 

(86,697)

 

 

(68,175)

Total Other Expense

 

 

(100,113)

 

 

(83,880)

 

 

 

 

 

 

 

 

 

Loss before income tax

 

 

(231,693)

 

 

(156,938)

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(231,693)

 

$(156,938)

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

Basic  

 

$(0.00)

 

$(0.00)

Diluted

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

69,584,149

 

 

 

58,823,116

 

Diluted

 

 

69,584,149

 

 

 

58,823,116

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
     
  
For the Three Months Ended
 
  
September 30,
2018
  
September 30,
2017
 
       
Operating expenses:
      
Payroll and employee related expenses  33,750   74,171 
Operating expense  3,800   - 
Corporate and public company expense  22,348   17,250 
Total operating expenses  59,898   91,421 
         
Loss from operations  (59,898)  (91,421)
         
Other income (expense):
        
Interest expense, related parties  (22,283)  - 
Interest expense  (46,672)  (75,346)
Total other income (expense)  (68,955)  (75,346)
         
Loss from continuing operations  (128,853)  (166,767)
         
Discontinued operations:
        
Loss from operations of discontinued operations  (5,330)  (64,926)
         
Net loss $(134,183) $(231,693)
         
Basic diluted earnings per share on net loss
        
Continuing operations $(0.00) $(0.00)
Discontinued operations  (0.00)  (0.00)
  $(0.00) $(0.00)
         
Weighted average shares outstanding  69,584,149   69,584,149 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

statements.

 
F-2
 

BANJO & MATILDA INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited)
Three Months Ended September 30, 20172018
  
Preferred Stock
  
Common Stock
  
Additional
Paid in
  
Comprehensive
  
Accumulated
   
  
Shares
  
Amount
  
Shares
  
Amount
  
Capital
  
Income
  
Deficit
  
Total
 
Balance June 30, 2018  1,000,000  $10   69,584,149  $695  $1,951,295  $100,007  $(6,123,109) $(4,071,102)
                                 
Net Loss  -   -   -   -   -   -   (134,183)  (134,183)
                                 
Balance September 30, 2018 
 
1,000,000
 
 
$
10
 
 
 
69,584,149
 
 
$
695
 
 
$
1,951,295
 
 
$
100,007
 
 
$
(6,257,292
)
 
$
(4,205,285
)
 
BANJO & MATILDA INC., AND 2016

(UNAUDITED)

 

 

September 30,

2017

 

 

September 30,

2016

 

 

 

 

 

 

 

 

Net loss

 

$(231,693)

 

$(156,938)

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

     Foreign currency translation

 

 

-

 

 

 

-

 

Total other comprehensive income

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

$(231,693)

 

$(156,938)

SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited)
Three Months Ended September 30, 2017
  
Preferred Stock
  
Common Stock
  
Additional
Paid in
  
Comprehensive
  
Accumulated
    
  
Shares
  
Amount
  
Shares
  
Amount
  
Capital
  
Income
  
Deficit
  
Total
 
Balance June 30, 2017  1,000,000  $10   69,584,149  $695  $1,951,295  $100,007  $(5,284,728) $(3,232,721)
                                 
Net Loss  0   0   0   0   0   0   (231,693)  (231,693)
                                 
Balance September 30, 2017 
 
1,000,000
 
 
$
10
 
 
 
69,584,149
 
 
$
695
 
 
$
1,951,295
 
 
$
100,007
 
 
$
(5,516,421
)
 
$
(3,464,414
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

statements.

 
F-3
 

BANJO & MATILDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

 

 

September 30,

2017

 

 

September 30,

2016

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(231,693)

 

$(156,938)

Adjustments to reconcile net loss to net cash (used in) provided by  operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

554

 

 

 

976

 

Amortization

 

 

-

 

 

 

1,686

 

Debt discount amortization

 

 

12,534

 

 

 

16,392

 

Amortization of deferred finance fee

 

 

3,926

 

 

 

3,926

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Trade receivables

 

 

(1,464)

 

 

2,511

 

Inventory

 

 

18,443

 

 

 

24,551

 

Other assets

 

 

-

 

 

 

(11,000)

Trade payables and other liabilities

 

 

110,546

 

 

 

38,046

 

Accrued interest

 

 

93,425

 

 

 

60,976

 

Net cash provided by (used in) operating activities

 

 

6,271

 

 

 

(18,874)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Net proceeds (net payments) on related party loan

 

 

-

 

 

 

(683)

Net proceeds (net payments) on loan payables

 

 

-

 

 

 

44,926

 

Net trade financing

 

 

(3,437)

 

 

(28,282)

Net cash (used in) provided by financing activities

 

 

(3,437)

 

 

15,961

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

2,834

 

 

 

(2,913)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

 

$4,491

 

 

$11,056

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at the end of the period

 

$7,325

 

 

$8,143

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

Income tax payments

 

$-

 

 

$-

 

Interest payments

 

$-

 

 

$12,082

 

  
For the Three Months Ended
 
  
September 30,
2018
  
September 30,
2017
 
       
Cash Flows from Operating Activities
      
Net Loss $(134,183) $(231,693)
Adjustments to reconcile net loss to net        
cash (used by) provided by operating activities:        
Debt discount amortization  -   12,534 
Amortization of deferred finance fees  -   3,926 
Changes in operating assets & liabilities        
Prepaid expenses  18,500   - 
Assets of discontinued operations  (6,678)  17,533 
Trade payables and other liabilities  37,598   36,262 
Accrued interest, related parties  49,561   - 
Accrued interest  22,284   75,824 
Liabilities of discontinued operations  6,040   91,885 
Net cash provided by (used in) operating activities  (6,878)  6,271 
         
Cash Flows from Financing Activities
        
Net trade financing  6,878   (3,437)
Net cash provided by (used in) financing activities  6,878   (3,437)
         
Increase in Cash  -   2,834 
         
Cash at beginning of period  -   4,491 
         
Cash at end of period $-  $7,325 
         
Supplemental Cash Flow Information        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

statements.

 
F-4
 

BANJO & MATILDA, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note

NOTE 1 – BASIS- ORGANIZATION AND NATURE OF PRESENTATION AND ORGANIZATION

BUSINESS

All currencies represented in the notes to the condensed consolidated financial statements are in United States Dollars (USD) unless specified as AUD (Australian Dollars).

Banjo and Matilda, Inc. was incorporated in Nevada on December 18, 2009 under the name Eastern World Group, Inc. On September 24, 2013, its name was changed to Banjo & Matilda, Inc.

On November 14, 2013, Banjo & Matilda, Inc., entered into a Share Exchange Agreement (the “Exchange Agreement”) with Banjo & Matilda, Pty Ltd., a corporation formed under the laws of Australia (the “Company”) and the shareholders of the Company. Pursuant to the Exchange Agreement, at the closing of the transaction contemplated thereunder (the “Transaction”), the Company became a wholly-owned subsidiary of Banjo & Matilda, Inc.

(the “Parent”).

Banjo & Matilda Pty Ltd. was incorporated under the laws of Australia on May 27, 2009 and manufactures and sells cashmere fashion. Headquartered at Bondi Beach, the Aussie lifestyle of sun, sand and surf resonates innately with this label and its philosophy of low maintenance, style and comfort.

Banjo & Matilda USA, Inc. was incorporated in the State of Delaware on October 14, 2013, as a subsidiary, and is owned 100% by Banjo & Matilda, Inc.

The ultra-soft cashmere staples, pairing simplicity with cool sophistication has rapidly gained loyal customers worldwide positioning the label as the ‘go-to’ for contemporary cashmere products.

Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Banjo & Matilda Pty Ltd. for the net monetary assets of the Banjo & Matilda, Inc. accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under share reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Banjo & Matilda, Inc. are those of the legal acquiree, Banjo & Matilda Pty Ltd., which is considered to be the accounting acquirer. Share and per share amounts stated have been retroactively adjusted to reflect the merger.

As a result of the exchange agreement, the reorganization was treated as an acquisition by the accounting acquiree that is being accounted for as a recapitalization and as a reverse merger by the legal acquirer for accounting purposes. Pursuant to the recapitalization, all capital stock shares and amounts and per share data have been retroactively restated. Accordingly, the financial statements include the following:

(1)

The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the legal acquirer at fair value.

(2)

The statements of operations include the operations of the accounting acquirer for the period presented and the operations of the legal acquirer from the date of the merger.

 
F-5
 

In June of 2017, Banjo & Matilda, Inc. began to seek out companies to acquire as additional subsidiaries to expand its business lines, and generate more revenue and profit.
On September 20, 2017, Banjo & Matilda, Inc. entered into a Memorandum of Understanding with Spectrum King, LLC.
On March 19, 2018, Banjo & Matilda, Inc. entered into a Share Exchange Agreement with Spectrum King, LLC, however this transaction did not close.
On April 16, 2019, Banjo & Matilda, Inc. entered into a Share Exchange Agreement with American Aviation Technologies, LLC
On June 28, 2019, Banjo & Matilda, Inc. spun out two wholly-owned subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD.
On September 30, 2019, the acquisition of American Aviation Technologies, LLC closed and it became a wholly-owned subsidiary of Banjo & Matilda, Inc.

Note

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying consolidatedCompany’s financial statements have beenare prepared in conformity withusing the generally accepted accounting principles applicable to a going concern, which contemplatecontemplates the continuationrealization of assets and liquidation of liabilities in the normal course of business. At September 30, 2018 and June 30, 2018, the Company as a going concern. The Company reported accumulated deficit of $5,516,421 as of September 30, 2017. The Company also incurred net losses of $231,693 for the forhad no cash and $4,210,348 and $4,076,487 in negative working capital, respectively. For the three months ended September 30, 2018 and 2017, the Company had a net loss of $134,183 and had negative working capital.$231,693, respectively. To date, these losses and deficiencies have been financed principally through the loans from related parties and from third parties. In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors.

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).

Principles of Consolidation

The condensed consolidated unaudited financial statements include the accounts of Banjo & Matilda, Inc. (“Banjo” or “the Company”) and its wholly owned subsidiaries Banjo & Matilda Pty Ltd. and Banjo & Matilda USA, Inc., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation.

These financial statements should be read in conjunction with the company’s latest annual financial statements.

Exchange Gain (Loss)

For

During the three monthsthree-month periods ended September 30, 20172018 and 2016,2017, the transactions of the Company were denominated in US Dollars. Some transactions were denominated in AUD and British pounds for the sales made outside US and for rent paid for the Australian store. Such transactions were converted to US dollars on the date of transaction and the exchange gains or losses were recorded in the consolidated statement of operations. The exchange gains or losses were immaterial for the three months ended September 30, 2017 and 2016.

F-6
Foreign Currency Translation and Comprehensive Income (Loss)

For

During the three monthsthree-month periods ended September 30, 20172018 and 2016,2017, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US dollars on the date of settlement and the exchange gains and losses were recorded in the consolidated statement of operations. No change was recorded in the comprehensive income (loss).

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.

Reportable Segment

The Company has one reportable segment. The Company’s activities are interrelatedinter-related and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business.

Revenue Recognition

Revenue is recognized when persuasive evidencea customer obtains control of an arrangement exists, delivery has occurred,promised goods or services. In addition, the feestandard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is fixedrecorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or determinable,services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and collectabilitywhich of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is probable. Revenue generallyallocated to the respective performance obligation when the performance obligation is recognized net of allowances for returns and any taxes collected fromsatisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers and subsequently remitted to governmental authorities.

F-6

at a point in time, typically upon delivery.

Cost of Sales

Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), and importation duties and charges and third party royalties.

charges.

Selling Expense

Selling expenses consist primarily of shipping and handling costs, relating to the delivery of products to customers, are classified as selling, general and administrative expenses. Selling expenses amounted to $0 and $7,047 and $31,478 for the three months ended September 30, 2018 and 2017, and 2016 respectively.

F-7
Operating Overhead Expense

Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel.

Income Taxes

The Company utilizes Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

operations.

At June 30, 2017 and 2016,2018, the Company had not taken any significant uncertain tax positions on its tax returns for periods ended June 30, 20172018 and prior years or in computing its tax provision for 2016. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from the period ended June 30, 2014 to the present, generally for three years after they are filed.

The Company has been behind in filing its payroll tax returns and sales tax returns. The Company has recorded $882 as penalties and $6,835 as interest for the late payment of taxes in the accompanying financials.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base across many markets, predominantly Australia, United States of America, United Kingdom, Europe and the Middle East. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the Company’s Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk.

F-7

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

F-8
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. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates 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 potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and Equivalents

Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At September 30, 20172018 and June 30, 2017,2018, the Company had $7,325$0 and $4,491$0 in cash in Australia and in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Allowance for Doubtful Accounts

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The allowances for doubtful accounts as of September 30, 2017 and June 30, 2017 are $135,956 and $135,956 respectively.

Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or net realizable value. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of September 30, 2017 and June 30, 2017, the Company had outstanding balances of Finished Goods Inventory of $0 and $18,443 respectively.

As of September 30, 2017 and June 30, 2017, a reserve for Estimated Inventory Charges in the amount of $230 and $230 was established.

F-8

Property, Plant & Equipment

Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three to ten years; computer equipment, two to three years; buildings and improvements, five to fifteen years; leasehold improvements, two to ten years; and furniture and equipment, one to five years.

As Property and equipment is categorized under assets of September 30, 2017 and June 30, 2017, Plant and Equipment consisteddiscontinued operations in the balance sheet. Additionally, depreciation expense would be included under loss from operations of discontinued operations in the following:

 

 

September 30,

 

 

June 30,

 

 

 

2017

 

 

2017

 

Property, plant & equipment

 

$29,456

 

 

$29,456

 

Accumulated depreciation

 

 

(22,481)

 

 

(21,927)

 

 

$6,975

 

 

$7,529

 

Depreciation was $554 and $976 for the three months ended September 30, 2017 and 2016, respectively.

statement of operations.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1
inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3
inputs to the valuation methodology are unobservable and significant to the fair value measurement.

F-9
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of September 30, 2017 and June 30, 2017, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

F-9

Earnings Per Share (EPS)

The Company utilize FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive.

The following table sets for the computation of basic and diluted earnings per share for the three monthsthree-month periods ended September 30, 20172018 and 2016:

 

 

Three month periods ended

 

 

 

September 30,

2017

 

 

September 30,

2016

 

Basic and diluted

 

 

 

 

 

 

Net loss

 

$(231,693)

 

$(156,938)

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

Basic

 

$(0.00)

 

$(0.00)

Diluted

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

Basic and diluted

 

 

69,584,149

 

 

 

58,823,116

 

Intangible Assets

The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset.

Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from one to ten years.

2017:

  
Three-month periods ended
 
  
September 30,
  
September 30,
 
  
2018
  
2017
 
Basic and diluted      
Loss from continuing operations $(128,853) $(166,767)
Loss from operations of discontinued operations  (5,330)  (64,926)
Net loss $(134,183) $(231,693)
         
Net loss per share (basic and diluted)
        
Continuing operations $(0.00) $(0.00)
Discontinued operations  (0.00) $(0.00)
  $(0.00) $(0.00)
         
Weighted average number of shares outstanding:
        
Basic and diluted  69,584,149   69,584,149 
Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers,, issued as a new Topic, ASC Topic 606. The new revenue recognition standard supersedes all existing revenue recognition guidance. Under this ASU, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its results of operations, cash flows and financial position.

In January 2016, The FASB issued ASU No. 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities(Topic 825). ASU No. 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU No. 2016-01 requires the change in fair value of many equity investments to be recognized in net income. For non-public companies, ASU 2016-01 is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. We are currently evaluating the impact of the adoption of ASU 2016-01 on our consolidated financial statements.

F-10
In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We
On June 20, 2018, the FASB issued ASU 2018-07,
Compensation—Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on August 6, 2018. The adoption of this ASU in 2016 and the implementationstandard did not have a material impact on ourthe financial position or consolidated statement of operations.

F-10

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. statements.

The Company has elected for early adoption of this guidance duringimplemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the fiscal year ended June 30, 2017 on our consolidated financial statements.

In August 2017, the FASB issued guidance that eases certain documentation and assessment requirements of hedge effectiveness and modifies the accounting for components excluded from the assessment. Some of the modifications include the ineffectiveness of derivative gain/loss in highly effective cash flow hedge to be recorded in OCI, the change in fair value of derivative to be recorded in the same income statement line as hedged item, and additional disclosures required on the cumulative basis adjustment in fair value hedgesstatements unless otherwise disclosed, and the effect of hedging on financial statement lines for components excluded from the assessment. The amendment also simplifies the application of hedgeCompany does not believe that there are any other new accounting in certain situations to permit new hedging strategies to be eligible for hedge accounting. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective transition method should be applied. We do not expect the adoption of this guidance topronouncements that have been issued that might have a material impact on our consolidatedits financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Instituteposition or results of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. 

operations.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow.

Note

NOTE 3 – TRADE RECEIVABLES

Trade receivables consist principallyEXCHANGE AGREEMENT

On April 16, 2019, Banjo & Matilda, Inc and American Aviation Technologies LLC (“AAT”) entered into an Exchange Agreement dated as of accounts receivable from salesMarch 16, 2019 pursuant to small to medium sized businesses, principally in Australia, Europe and the United States. Trade receivables are recorded at the invoiced amount and net of allowances for doubtful accounts. The allowance for doubtful accounts represents management’s estimatewhich Banjo shall acquire 100% of the amountissued and outstanding membership units of probable credit lossesAAT in existing accounts receivable, as determined from a reviewexchange for the issuance of past due balancesBanjo shares of its Series A Preferred Stock constituting 84.4% of the total voting power of Banjo capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other specific account data. capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT will become a wholly owned subsidiary of the Company.
The assessment includes actually incurred historical dataExchange Agreement is subject to the satisfaction of certain conditions as well as current economic conditions. Account balances areset forth in the Exchange Agreement. At Closing, two additional directors will be added, resulting in a total of 4 directors serving post-closing.
AAT is a Florida limited liability company that is an aircraft design and development company dedicated to advancing aeronautical safety and performance through new and innovative concepts.
Upon the effective closing date, certain notes, loans, accrued interest, and related party loans will be converted to series A preferred shares. Additional preferred shares will also be exchanged for accrued expenses. Certain loans and accrued expenses were written off againstup or down during the allowance when management determinesyear ended June 30, 2018 to the receivable is uncollectible.

Collectabilityvalue exchanged according to settlement agreements with certain investors and debtors of the Company. An additional $39,179 of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducingpayables was converted and accrued during the carrying amount directly. A provision for impairmentyear ended June 30, 2018. $620,225 of trade receivables is raised when there is objective evidence that the consolidated entity or parent entitypayables will not be ableconverted to collect all amounts due according25,095 series A preferred shares, $569,991 of accrued interest will be converted to the original terms29,314 series A preferred shares, $691,828 of the receivables. Significant financial difficultiesloans payable will be converted to 59,869 series A preferred shares, $123,141 of the debtor, probability that the debtorloans from related parties will enter bankruptcy or financial reorganizationbe converted to 11,917 series A preferred shares, $320,730 of convertible loans from related parties will be converted to 18,682 series A preferred shares and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may$70,883 of other convertible debt will be impaired.converted to 14,296 series A preferred shares. The amount of the impairment allowance is the difference between the asset’s carrying amount and the presentshares will be converted at a par value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

$0.00001.

 
F-11
 

Trade receivables that

NOTE 4 – DISCONTINUED OPERATIONS
On June 28, 2019, the Company entered into a Spin Out Agreement with WNPAU Pty Ltd. (“WNPAU”), owned by the Company’s former CEO Brendan MacPherson, pursuant to which the Company agreed to sell and assign to WNPAU all the assets of the Company’s two subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD in exchange for the assumption of the liabilities of the Company’s two subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD.
The operating results for Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD have been presented in the accompanying consolidated statement of operations for the three months ended September 30, 2018 and 2017 as discontinued operations and are past their normal payment termssummarized below:
  
Three Months Ended
September 30,
 
 
 
2018
 
 
2017
 
Revenue $  $79,779 
Cost of revenue     19,699 
Gross Profit     60,080 
Operating expenses  9,178   100,239 
Loss from operations  (9,178)  (40,159)
Other income (expenses)  3,848   (24,767)
  $(5,330) $(64,926)
The assets and liabilities of the discontinued operations at September 30, 2018 and June 30, 2018 are overdue and once 60 days past due are considered delinquent. Minimum payment terms vary by product. The maximum payment term for all products is 90 days. All trade receivables that are overdue are individually assessed for impairment.

The allowances for doubtful accounts assummarized below:

  
September 30,
 
 
June 30,
 
 
 
2018
 
 
2018
 
       
Prepaids $7,000  $- 
Property and equipment, net  5,063   5,385 
Total assets $12,063  $5,385 
         
Cash overdraft $7,023  $6,563 
Trade and other payables  1,032,970   1,035,072 
Deposit payable  4,622   4,622 
Trade financing  305,874   305,874 
Accrued interest  148,501   140,819 
Total liabilities $1,498,990  $1,492,950 
F-12
PROPERTY AND EQUIPMENT
As of September 30, 20172018 and June 30, 2018, Property, Plant and Equipment consisted of the following:
  
September 30,
  
June 30,
 
  
2018
  
2018
 
Property, plant and equipment $30,081  $30,081 
Accumulated depreciation  (25,018)  (24,696)
  $5,063  $5,385 
Depreciation was $322 and $554 for the three months ended September 30, 2018 and 2017, respectively.
TRADE AND OTHER PAYABLES
As of September 30, 2018 and June 30, 2018, trade and other payable are $135,956comprised of the following:
  
September 30,
  
June 30,
 
  
2018
  
2018
 
Trade payable $446,291  $446,427 
Payroll payable  241,994   241,994 
Payroll taxes  218,815   219,19 
Employee benefits  92,589   92,837 
Other liabilities  33,281   34,619 
  $1,032,970  $1,035,072 
TRADE FINANCING
As of September 30, 2018 and $135,956June 30, 2018, trade financing is comprised of the following:
  
September 30,
  
June 30,
 
  
2018
  
2018
 
Trade Financing - January 7, 2013 $49,454  $49,454 
Trade Financing - August 14, 2014  128,468   128,468 
Trade Financing - November 2, 2016  17,981   17,981 
Trade Financing - November 3, 2016  2,601   2,601 
Trade Financing - November 29, 2016  107,370   107,370 
  $305,874  $305,874 
F-13
Trade Financing – January 7, 2013
On January 7, 2013, the Company entered into a trade financing agreement with a financial institution in Australia with a maximum limit of AUD $200,000 at an interest rate of 20.95% per annum. Upon default of the loan, the Company reached a settlement with its obligation with the entity in the amount of AUD $165,523. Per the settlement, the amount was to be paid through application of its Export Market Development Grant and up to 25% of the Company’s store sales in Australia. As of September 30, 2018, and June 30, 2018, the Company had an outstanding balance of USD $49,454.
Trade Financing – August 14, 2014
On August 14, 2014, the Company entered into a trade finance agreement with an entity in the United States with a total maximum facility of $1,500,000 based on $1,000,000 towards sales invoiced and $500,000 towards purchase order financing. Original term was for 12 months with automatic renewal for each consecutive period thereafter with interest at base rate floor of 3.25% plus 4.5%. In the event of default, an additional 7% interest is added. As of September 30, 2018, and June 30, 2018, the Company had an outstanding balance of $128,468. The Company renewed the loan term indefinitely until full settlement occurs. As of September 30, 2018, and June 30, 2018, the Company had an accrued interest balance of $63,476 and $58,493, respectively.

For the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $4,883 and $4,883, respectively.
Trade Financing – November 2, 2016
On November 2, 2016, the Company entered into a merchant agreement with a capital funding group for a purchase price of $35,000 and purchased amount of $47,250. The Company amortized the excess of purchase amount over the purchase price, over the term of the financing of 21 months. Pursuant to the agreement, the Company cannot obtain future financing by selling receivables without consent from the lender. The Merchant holds a security interest in all accounts and proceeds. As of September 30, 2018, and June 30, 2018, the balance owed to the lender amounted to $17,981 and accrued interest of $13,416 and $11,667, respectively. The term has been extended indefinitely until full settlement occurs without penalty. For the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $1,749 and $1,749, respectively.
Trade Financing – November 3, 2016
On November 3, 2016, the Company entered into a payment rights purchase and sale agreement for $72,500 which was due in April 2017. The financing had a purchase price of $50,000 with the purchased amount of $72,500. The Company amortized the excess of the purchased amount over purchase price, over the term of the financing of six months. The Company was required to make daily payments of $575.40 to the lender. As of September 30, 2018, and June 30, 2018, the loan balance owed to the lender of $2,601 is in default. The loan has been charged an interest rate of 16% per annum while in default. During the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $104 and $312, respectively. As of September 30, 2018 and June 30, 2018, the balance of accrued interest was $5,714 and $5,610, respectively.
F-14
Trade Financing – November 29, 2016
On November 29, 2016, the Company entered into a consignment agreement. It is a platform for funding advance inventory production. This facility allowed the Company to fund manufacturing with a consignment facility which pegs repayment to the sales of inventory. During the year ended June 30, 2017, the Company initially raised $21,928 for a purchase price of $26,313. This amount was paid off as of March 31, 2017. The difference of $4,385 was amortized over the period of financing. The Company again raised $114,888 for a purchase price of $133,342 in December 2016 due by December 2017. The difference of $18,454 was amortized over the period of financing. As of September 30, 2018, and June 30, 2018, balance outstanding was $107,370, with $31,219 and $28,007 in accrued interest, respectively. As of September 30, 2018, the loan was in default and charged an interest rate of 12% per annum. During the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $3,212 and $4,613, respectively.

Note 4

NOTE 5 – TRADE AND OTHER PAYABLES

As of September 30, 20172018 and June 30, 2017,2018, trade and other payable are comprised of the following:

 

 

September 30,

 

 

June 30,

 

 

 

2017

 

 

2017

 

Trade payable

 

$597,443

 

 

$580,322

 

Officer compensation

 

 

158,767

 

 

 

122,225

 

Payroll payable

 

 

201,911

 

 

 

151,824

 

Payroll taxes

 

 

202,271

 

 

 

195,551

 

Employee benefits

 

 

92,808

 

 

 

95,314

 

Other liabilities

 

 

36,324

 

 

 

33,742

 

 

 

$1,289,524

 

 

$1,178,978

 

Note 5

  
September 30,
  
June 30,
 
  
2018
  
2018
 
Trade payable $122,317  $118,469 
Officer compensation  254,946   221,196 
Payroll payable  220,094   220,094 
  $597,357  $559,759 
NOTE 6 – TRADE FINANCING

January 4, 2017
The Company entered into a Note Purchase Agreement for $65,000 dated January 4, 2017 with a third party. The amount was due on July 4, 2017 and carries interest at the rate of 18%. As of September 30, 20172018, and June 30, 2017,2018, the outstanding loan balance was $56,320 and $57,958$56,194 and accrued interest was $8,424$17,335 and $5,301$14,253, respectively. TheAs of July 18, 2018, the loan maturity date has been extended to until full settlement occurs without penalty.

The Company Effective with the AAT merger closing described in Note 3, the note holder has a trade financing agreement with a financial institution in Australia with a maximum limitagreed to convert all outstanding principal and interest into 3,418,889 shares of AUD $150,000 at ancommon stock effected for the post-reverse split. As of June 30, 2018 the principal and interest rate of 20.95% per annum. Upon defaultrelated to this note was written down by $126 and $349, respectively, to accurately reflect the value of the loan, the Company reached a settlement with its obligation with the entity in the amount of AUD $165,523. The amount is to be paid through application of its Export Market Development Grant and up to 25% of the Company’s store sales in Australia. All of the amounts referenced are in Australian dollars. conversion.

NOTE 7 – LOANS PAYABLE
As of September 30, 20172018 and June 30, 2017,2018, loans payable is comprised of the Company had outstanding balance of USD $51,411 and USD $53,210, respectively.

On August 14, 2014 the Company entered into a trade finance agreement with an entity in the United States with a total maximum facility of $1,500,000 based on $1,000,000 towards sales invoiced and $500,000 towards purchase order financing. Original term is for 12 months with automatic renewal for each consecutive period thereafter with interest at base rate floor of 3.25 plus 4.5%. In the event of default, an additional 7% interest is added. As of September 30, 2017 and June 30, 2017, the Company had an outstanding balance of $128,468 and had renewed the loan term indefinitely until full settlement occurs. As of September 30, 2017 and June 30, 2017, the Company had an accrued interest balance of $43,945 and $39,062, respectively.

following:

  
September 30,
  
June 30,
 
  
2018
  
2018
 
Loan Payable - December 2013 $81,993  $81,993 
Loan Payable - June 2015  498,882   498,882 
  $580,875  $580,875 
 
F-12F-15
 

On November 2, 2016, the Company entered into a merchant agreement with a capital funding group for a purchase price of $35,000 and purchased amount of $47,250. The Company is amortizing the excess of purchase amount over the purchase price, over the term of the financing of 21 months. Pursuant to the agreement, the Company cannot obtain future financing by selling receivables without consent from the lender. The Merchant holds a security interest in all accounts and proceeds. As of September 30, 2017 and June 30, 2017, the balance owed to the lender amounted to $17,981 and accrued interest of $6,417 and $4,667, respectively. The term has been extended indefinitely until full settlement occurs without penalty.

On November 3, 2016, the Company entered into a payments rights purchase and sale agreement for $72,500 due in April 2017. The financing has a purchase price of $50,000 with the purchased amount of $72,500. The Company is amortizing the excess of purchased amount over purchase price, over the term of the financing of six months. The Company has to make daily payments of $575.40 to the lender. During the quarter ended September 30, 2017 there was no amortization of the excess purchased amount, as interest expense, in the accompanying financials. As of September 30, 2017 and June 30, 2017, the loan balance owed to the lender of $2,601 is in default. The loan has been charged an interest rate of 16% per annum while in default. During the quarter ended September 30, 2017 the Company recorded interest expense of $105 on the loan. During fiscal year 2019 this loan was settled for $6,250.

On November 29, 2016, the Company entered into a consignment agreement. It is a platform for funding advance inventory production. This facility allowed the Company to fund manufacturing with a consignment facility which pegs repayment to the sales of inventory. During the period ended June 30, 2017, the Company initially raised $21,928 for a purchase price of $26,313. This amount was paid off as of March 31, 2017. The difference of $4,385 was amortized over the period of financing. The Company again raised $114,888 for a purchase price of $133,342 in

Loan Payable - December 2016 due by December 2017. The difference of $18,454 is being amortized over the period of financing. As of September 30, 2017 and June 30, 2017, balance outstanding was $107,370, with $19,736 and $15,123 in accrued interest, respectively. As of September 30, 2017, the loan was not in default. As of November 2018 the loan balance will be in default and there are no penalties for the default on this loan.

Note 6 – LOANS

2013

In December 2013, the Companycompany entered into a short-term loan arrangement in the amount of $100,000 with an individual. Terms of the note require interest payment of $5,000 on the repayment date, 30 days after the note date. If not repaid at that time, interest will accrue at the rate of $166 per day until the note is repaid. The loan has been in default since January 2014 and accruing interest of $166 per day. The outstanding principal balance as of September 30, 20172018 and June 30, 20172018 was $100,000.$81,994. As of September 30, 2018 and June 30, 2018, the accrued interest balance was $189,045 and $173,939, respectively. During the quartersthree months ended September 30, 20172018 and 2016,2017, the Company recorded interest expense of $15,272 and $15,106, respectively, on the note. As of September 30, 2017 and June 30, 2017, the accrued interest recorded is $186,476 and $171,204, respectively, on the note.

From May 2014 to June 2017, the Company entered into several convertible loan agreements with a lender aggregating in the amount of $162,500. The notes bear$15,106 and $15,272, respectively. Effective with the AAT merger closing described in Note 3, the note holder has agreed to convert all outstanding principal and interest at 6% per yearinto 200,358 shares of effected for the post-reverse split. As of June 30, 2018, the principal and are dueinterest related to this note was written down by $20,152 and payable six months from$42,749, respectively, to accurately reflect the date of each note. The loans may be converted into common stock at any time by the electionvalue of the lender after a period of six months at a predetermined conversion price. The outstanding balance as of September 30, 2017 andconversion.

Loan Payable – June 30, 2017 was $36,500. On April 15, 2017, the Company issued 2,227,700 at $0.05 per share in exchange for $95,000 in principle and $16,385 in accrued interest. The remaining loan balance has been in default. There was no penalty or interest rates increase due to the default. The accrued interest is $2,761 and $2,209 as of September 30, 2017 and June 30, 2017, respectively.

2015

In June 2015, the Company entered into a secured promissory note in the amount of $500,000 with a Delaware statutory trust. The note bears interest at the rate of 18% per annum and was due on or before July 1, 2017. The note has various covenants attached including one in which all credit card receipts are to be swept into an account which will fund payments on the note that are not in excess of the minimum quarterly payments required. As a condition of the note, an affiliate of the lender was granted a warrant to purchase 6,000,000 shares of the common stock of the Company at a price of $.08 in whole or in part. The outstanding balance as of September 30, 20172018 and June 30, 2018 was $498,882. As of September 30, 2018 and June 30, 2018, the accrued interest balance was $169,034 and $141,671, respectively. During the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $27,363 and $27,726, respectively. Effective with the AAT merger closing described in Note 3, the note holder has agreed to convert all outstanding principal and interest into 31,086,911 shares of common stock effected for the post-reverse split. As of June 30, 2018, the principal was $500,000.

written down by $1,118 to accurately reflect the value of the conversion.

NOTE 8 – CONVERTIBLE NOTES PAYABLE
As of September 30, 2018 and June 30, 2018, convertible notes payable is comprised of the following:
  
September 30,
  
June 30,
 
  
2018
  
2018
 
Convertible Notes Payable - August 2014 to September 2018 $66,206  $58,570 
Convertible Notes Payable - August 2016 to June 2018  84,125   84,884 
  $150,331  $143,454 
 
F-13F-16
 

On February 5, 2016, The Company signed an amendment

Convertible Notes Payable - August 2014 to the secured promissory note extending the maturity date by one year to July 17, 2018. The amendment changed the terms of the credit card receipts used to fund payments required by the note. The amendment also cancelled the warrants to purchase 6,000,000 shares at a price of $0.08. New warrants were granted to purchase 6,000,000 shares at $0.05 per share and to purchase 2,000,000 shares at $0.02 per share. The Company determined the fair value of the warrants using the Black – Scholes model and recorded the additional value of $41,467 for the modified warrants. The variables used for the Black –Scholes model are as listed below:

·

Volatility: 123%

·

Risk free rate of return: 1.26%

·

Expected term: 5 years

In connection with the issuance of the above notes, the Company recorded a note discount of $115,274. The Company amortized $12,534 of the note discount during the quarters ended September 30, 2017 and 2016. The Company recorded interest of $27,726 and $22,500 on the note during the quarters ended September 30, 2017 and 2016, respectively. As of September 30, 2017 and June 30, 2017, accrued interest balance is $86.822 and $59,096, respectively.

2018

From August 20162014 to February 2017,September 2018, the Company entered into severalthe following convertible loan agreements with a lender aggregatinglender:
Issuance Date
 
Face Value
  
Interest Rate
  
Term
 
Conversion Terms
 
August 9, 2014 $19,000   6% Six Months 20% Discount to Market 
December 12, 2014  7,500   6% Six Months 30% Discount to Market 
June 22, 2018  31,700   6% Six Months Fixed Price of .01 Per Share 
September 20, 2018  8,006   6% Six Months Fixed Price of .01 Per Share 
  $66,206          
Accounting Considerations
The Company evaluated the agreements under ASC 815
Derivatives and Hedging
(“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The embedded conversion features contained in the amountAugust 9, 2014 and December 12, 2014 were a variable conversion price and resulted in an embedded derivative and thus requiring bifurcation. The embedded conversion options in the remaining notes did not result in embedded derivatives that required bifurcation. Effective March 19, 2018, the note holder agreed to convert all outstanding principal and interest into 42,128 shares of $60,125.Series A Preferred Stock upon the consummation of a merger. This settlement agreement eliminated the original derivative conversion terms. The notes bear interest at 6% per year and are due and payable six months from the date of each note. The convertible loan agreements are in default as of February 2017. There was no penalty or interest rates increase due to the default. The loans may be converted into common stock at any time by the election of the lender after a period of six monthsnote will now convert at a predetermined conversion price. fixed rate plus any accrued interest.
The outstanding balance as of September 30, 20172018 and June 30, 20172018 was $60,125.$66,206 and $58,570, respectively. The accrued interest is $3,109balance was $6,403 and $2,096$5,413 as of September 30, 20172018 and June 30, 2018, respectively. During the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $990 and $552, respectively.

Related Party As of June 30, 2018 the principal and interest related to this loan was written down by $9,630 and $1,940, respectively, to accurately reflect the value of the conversion.

Convertible Notes Payable

– October 2015 to May 2018

Issuance Date
 
Face Value
  
Interest Rate
  
Term
 
Conversion Terms
 
October 28, 2015 $10,000   6% Six Months 20% Discount to Market; floor of .03 per share 
August 12, 2016  23,000   6% Six Months Fixed Price of .03 Per Share 
January 2, 2017  15,000   6% Six Months Fixed Price of .03 Per Share 
February 9, 2017  22,125   6% Six Months Fixed Price of .03 Per Share 
May 18, 2018  14,000   6% Six Months 20% Discount to Market 
  $84,125          
F-17
Accounting Considerations
The Company evaluated the agreements under ASC 815
Derivatives and Hedging
(“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The embedded conversion feature contained in the May 18, 2018 was a variable conversion price and resulted in an embedded derivative and thus required bifurcation. The embedded conversion options in the remaining notes did not result in embedded derivatives that required bifurcation. Effective March 19, 2018, the note holder agreed to convert all outstanding principal and interest into 29,360 shares of Series A Preferred Stock upon the consummation of a merger. This settlement agreement eliminated the original derivative conversion terms. The note will now convert at a fixed rate plus any accrued interest.
There were no penalty or interest rate increase due to the default of the loans. The outstanding balance as of September 30, 2018 and June 30, 2018 was $84,124 and $84,884, respectively. The accrued interest was $7,151 and $5,892 as of September 30, 2018 and June 30, 2018, respectively. During the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $1,744 and $2,096, respectively. As of June 30, 2018 the principal and interest related to this loan was increased by $10,758 and $894, respectively, to accurately reflect the value of the conversion.
NOTE 9 – CONVERTIBLE NOTES PAYABLE FROM RELATED PARTIES
The Company had several outstanding convertible note agreements with a shareholder aggregating to AUD $370,000. The notes had interest rates varying from 6% to 15% per annum. In March 2015, the outstanding balance and accrued interest was refinanced by a $526,272 AUD convertible note. The Convertible Note bears interest at the rate of 18% per annum and wasis due on or before April 30, 2017. The interest portion of the note shall be paid weekly starting in April 2015. PrinciplePrincipal payments of $9,929 AUD weekly were to commence in April 2016. All or any portion of the principal amount of the Convertible Note and all accrued interest is convertible at the option of the holder into common stock of the Company at a conversion price of five cents ($0.05) per share, subject to various standard provisions. The outstanding balance as of September 30, 20172018 and June 30, 2017, net of related discount,2018 was USD $387,328.$320,730. The interest rate increased from 18% per annum to 22% per annum due to the loan default as of SeptemberApril 30, 2015.2017. The Company determined the fair value of the convertible note of $80,909 using the intrinsic value method. The Company recorded an amortization of the debt discount of $0 and $3,858,$15,432, during the quartersfiscal years ended June 30, 2018 and 2017, respectively. The debt discount is fully amortized as of September 30, 2018 and June 30, 2018. During the three months ended September 30, 20172018 and 2016, respectively. During the quarters ended September 30, 2017, and 2016, the Company recorded interest expense in the amount of $17,592 and $21,478, and $21,303, respectively, on the note.respectively. Accrued interest as of September 30, 20172018 and June 30, 2017 is $166,2232018 was $190,417 and $144,745$172,826 respectively.

This note and any associated discount and accrued interest will be converted to preferred stock, see Note 10 for additional detail on the equity conversion. As of June 30, 2018 the principal and interest related to this loan was written down by $66,599 and $35,887, respectively, to accurately reflect the value of the conversion.

The Company has liabilitiesloans payable in the amount of $170,626$123,141 to shareholders and officers of the Company as of September 30, 20172018 and June 30, 2017.2018. The note bears interest at the rate of 15% per annum and was due on or before June 30, 2014. The outstanding balance, including accrued interest, may be converted into common shares of Banjo & Matilda, Inc. at a pre-determineddiscount of 10% to last 30 days average share priced rate. The Company has granted the Lenders a security interest in the intellectual property of the Borrower. The remaining loan balance has been in default. There was no penalty or interest rates increase due to the default.
F-18
Accounting Considerations
The Company evaluated the agreements under ASC 815
Derivatives and Hedging
(“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The embedded conversion features contained in the August 9, 2014 and December 12, 2014 were a variable conversion price and resulted in an embedded derivative and thus requiring bifurcation. The embedded conversion options in the remaining notes did not result in embedded derivatives that required bifurcation Effective March 19, 2018, the note holder agreed to convert all outstanding principal and interest into 758,672 shares of common stock effected for the post-reverse split. This settlement agreement eliminated the original derivative conversion terms. The note will now convert at a fixed rate plus any accrued interest.
The accrued interest is $63,833was $60,689 and $57,260$55,998 as of September 30, 20172018 and June 30, 2018, respectively. During the three months ended September 30, 2018 and 2017, the Company recorded interest expense in the amount of $4,691 and $6,573, respectively.

Scheduled As of June 30, 2018 the principal payments on loans are as follows;

Year ending June 30,

 

Loan 1

 

 

Loan 2

 

 

Loan 3

 

 

Loan 4

 

 

Loan 5

 

 

Loan 6

 

 

Total

 

2018

 

$100,000

 

 

$36,500

 

 

$500,000

 

 

$60,125

 

 

$387,328

 

 

$170,626

 

 

$1,254,579

 

 

 

$100,000

 

 

$36,500

 

 

$500,000

 

 

$60,125

 

 

$387,328

 

 

$170,626

 

 

$1,254,579

 

F-14

Note 7and interest related to this loan was written down by $47,485 and $21,594, respectively, to accurately reflect the value of the conversion.

NOTE 10 – SETTLEMENT PAYABLE
On February 28, 2018 the company entered into 5 separate settlement agreements with current shareholders. These settlement agreements were made to exchange post reverse split shares of common stock to mitigate potential litigation. The settlement agreements require the company to issue common stock for $250,000.
NOTE 11 – COMMITMENTS

The Company leasesleased commercial space in Sydney, Australia that servesserved as its flagship as well as a retail store. We leaseleased approximately 2,500 square feet of space pursuant to a three yearthree-year lease agreement which expired in October 2014. After expiration, the lease converted to a month-to-month basis. The annual rent for the premises iswas AUD $52,000.

The Company also leases space on an as needed basis in Santa Monica, California that serves as its corporate headquarters. We utilize approximately 500 square feet of space pursuant to a month-to-month basis.

For$52,000 and the total lease expense for three months ended September 30, 2018 and 2017 was $0 and 2016 the aggregate rental expense$6,348, respectively. This lease was $6,348 and $14,597, respectively.

Note 8 – INCOME TAXES

Based on the available information and other factors, management believes it is more likely than not that the net deferred tax assets at, June 30, 2017 and June 30, 2016 will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets atterminated in September 30, 2017 and June 30, 2017. At September 30, 2017 and June 30, 2017, the Company had federal net operating loss carry-forwards of approximately $4,979,000 and $4,755,000, respectively, expiring beginning in 2032.

Deferred tax assets consist of the following components:

 

 

September 30,

2017

 

 

June 30,

2017

 

Net loss carryforward

 

$1,494,000

 

 

$1,425,000

 

Valuation allowance

 

 

(1,494,000)

 

 

(1,425,000)

Total deferred tax assets

 

$-

 

 

$-

 

Note 9

NOTE 12 – STOCKHOLDERS’ EQUITY

Preferred Stock

Pursuant to an Employment Agreement (the “Agreement”) with the Chief Executive Officer on November 15, 2013, Thethe Company issued 1,000,000 undesignated shares of Preferred Stock each having a par value of $0.00001. The preferred shares shall be entitled to 100 votes to every one share of common stock. The Preferred Shares shall only valid during the term of this Agreement. At the end of the Agreement, November 15, 2016, the shares shall be cancelled and returned to Treasury and the Executive shall have no preferential voting rights. If this Agreement is renewed, the preferred shares remain with the Executives.

Effective with the Spin Out Agreement (See Note 13), the 1,000,000 shares of preferred stock were returned to the Company.

Common Stock

No

There have been no changes to the common stock for the three months ended September 30, 2017.

Note 10 – RELATED PARTY TRANSACTIONS

During the fiscal year ended2018. The number of shares outstanding at September 30, 2018 and June 30, 2016, the Company paid $20,1132018 was $68,584,149. The balance of Common Stock at September 30, 2018 and $1,005 as compensation, respectively, to the sister and mother of the CEO. There were no related party transaction for June 30, 2017 to disclose.

2018 was $695.

 
F-15F-19
 

Note 11

NOTE 13 – SUBSEQUENT EVENTS

As

Convertible Note Agreement
The company entered into a convertible note payable with a noteholder in the amount of November$9,000 on May 1, 2018 both parties have mutually agreed not2019 and matures six months from the inception date. Interest rate on this note is 6% and is payable upon maturity or conversion. The noteholder may convert the note to proceedshares of the company’s common stock at a price no less than $.0033333 a share.
Spin Out Agreement
Effective June 28, 2019, the Company entered into a Spin Out Agreement with WNPAU Pty Ltd. (“WNPAU”) which is owned by the Company’s former CEO Brendan MacPherson. In connection with the below described merger betweenagreement, WNPAU agreed to assume all the assets and liabilities of the Company’s two subsidiaries: Banjo & Matilda (USA), Inc. and Spectrum King.

On September 20, 2017, Banjo & Matilda Inc. entered into a Binding Memorandum of Understanding (the “MOU”) with Spectrum King, LLC. Pursuant to the terms of the MOU, the parties have agreed to cause a merger of Spectrum with Banjo. 

Additionally, Effective April 12, 2018, Banjo & Matilda, Inc. and Spectrum King, LLC entered into an Exchange Agreement dated as of March 19, 2018 pursuant to which Banjo shall acquire 100% of the issued and outstanding membership units of Spectrum King from the MembersAustralia Pty LTD in exchange for the issuancereturn of Banjo1,000,000 shares of its Series B Preferred Stock constituting 93.67%held by Brendan MacPherson and $135,000 of accrued compensation owed to Brendan MacPherson.

Convertible Note Agreement
The company entered into a convertible note payable with a noteholder in the amount of $14,500 on July 16, 2019 and matures six months from the inception date. Interest rate on this note is 6% and is payable upon maturity or conversion. The noteholder may convert the note to shares of the total voting powercompany’s common stock at a price no less than $.0033333 a share.
Convertible Note Agreement
The company entered into a convertible note payable with a noteholder in the amount of Banjo capital stock$10,000 on September 24, 2019 and matures six months from the inception date. Interest rate on this note is 6% and is payable upon maturity or conversion. The noteholder may convert the note to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capitalthe company’s common stock for investor relations purposes. Asat a resultprice no less than $.0033333 a share.
Merger Agreement
On September 30, 2019 the Share Exchange Agreement between AAT and the Company, whereby the Company agreed to acquire all of the Exchange Agreement, Spectrum King will becomemembership units of AAT with AAT becoming a wholly-ownedwholly owned subsidiary of Banjo once the acquisitionCompany was considered effective.
Note Conversions
On September 30, 2019 a noteholder converted $84,125 in finalized.

principal and $13,740 into 29,360 Series A Preferred Stock in accordance with a settlement agreement reached on March 19, 2018.

On September 30, 2019 a noteholder converted $127,690 in principal and $12,734 into 42,128 Series A Preferred Stock in accordance with a settlement agreement reached on March 19, 2018.
 
F-16F-20
 

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the notes to those statements included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements.

Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.
This section of the report should be read together with Footnotes of the Company audited financials for the year ended June 30, 2018. The unaudited statements of operations for the three months ended September 30, 2018 and 2017 are compared in the sections below.
General Overview
Banjo and Matilda, Inc. was incorporated in Nevada on December 18, 2009 under the name Eastern World Group, Inc. On September 24, 2013, its name was changed to Banjo & Matilda, Inc.
On November 14, 2013, Banjo & Matilda, Inc., entered into a Share Exchange Agreement (the “Exchange Agreement”) with Banjo & Matilda, Pty Ltd., a corporation formed under the laws of Australia (the “Company”) and the shareholders of the Company. Pursuant to the Exchange Agreement, at the closing of the transaction contemplated thereunder (the “Transaction”), the Company became a wholly-owned subsidiary of Banjo & Matilda, Inc. (the “Parent”).
Banjo & Matilda Pty Ltd. was incorporated under the laws of Australia on May 27, 2009 and manufactures and sells cashmere fashion. Headquartered at Bondi Beach, the Aussie lifestyle of sun, sand and surf resonates innately with this label and its philosophy of low maintenance, style and comfort.
Banjo & Matilda USA, Inc. was incorporated in the State of Delaware on October 14, 2013, as a subsidiary, and is owned 100% by Banjo & Matilda, Inc.
The ultra-soft cashmere staples, pairing simplicity with cool sophistication has rapidly gained loyal customers worldwide positioning the label as the ‘go-to’ for contemporary cashmere products.
Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Banjo & Matilda Pty Ltd. for the net monetary assets of the Banjo & Matilda, Inc. accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under share reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Banjo & Matilda, Inc. are those of the legal acquiree, Banjo & Matilda Pty Ltd., which is considered to be the accounting acquirer. Share and per share amounts stated have been retroactively adjusted to reflect the merger.
5
As a result of the exchange agreement, the reorganization was treated as an acquisition by the accounting acquiree that is being accounted for as a recapitalization and as a reverse merger by the legal acquirer for accounting purposes. Pursuant to the recapitalization, all capital stock shares and amounts and per share data have been retroactively restated. Accordingly, the financial statements include the following:
(1)The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the legal acquirer at fair value.
(2)The statements of operations include the operations of the accounting acquirer for the period presented and the operations of the legal acquirer from the date of the merger.
In June of 2017, Banjo & Matilda, Inc. began to seek out companies to acquire as additional subsidiaries to expand its business lines, and generate more revenue and profit.
On September 20, 2017, Banjo & Matilda, Inc. entered into a Memorandum of Understanding with Spectrum King, LLC.
On March 19, 2018, Banjo & Matilda, Inc. entered into a Share Exchange Agreement with Spectrum King, LLC, however this transaction did not close.
On April 16, 2019, Banjo & Matilda, Inc. entered into a Share Exchange Agreement with American Aviation Technologies, LLC
On June 28, 2019, Banjo & Matilda, Inc. spun out two wholly-owned subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD.
On September 30, 2019, the acquisition of American Aviation Technologies, LLC closed and it became a wholly-owned subsidiary of Banjo & Matilda, Inc.
Recent Developments
Spin Out Agreement
Effective June 28, 2019, the Company entered into a Spin Out Agreement with WNPAU Pty Ltd. (“WNPAU”) which is owned by the Company’s former CEO Brendan MacPherson. In connection with the agreement, WNPAU agreed to assume all the assets and liabilities of the Company’s two subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD exchange for the return of 1,000,000 shares of Preferred Stock held by Brendan MacPherson and $135,000 of accrued compensation owed to Brendan MacPherson.
Exchange Agreement
Effective April 16, 2019, Banjo & Matilda, Inc and American Aviation Technologies LLC (“AAT”) entered into an Exchange Agreement dated as of March 16, 2019 pursuant to which Banjo shall acquire 100% of the issued and outstanding membership units of AAT in exchange for the issuance of Banjo shares of its Series A Preferred Stock constituting 84.4% of the total voting power of Banjo capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT will become a wholly owned subsidiary of the Company.
The Exchange Agreement is subject to the satisfaction of certain conditions as set forth in the Exchange Agreement. At Closing, two additional directors will be added, resulting in a total of 4 directors serving post-closing.
6
AAT is a Florida limited liability company that is an aircraft design and development company dedicated to advancing aeronautical safety and performance through new and innovative concepts.
Upon the effective closing date, certain notes, loans, accrued interest, and related party loans will be converted to series A preferred shares. Additional preferred shares will also be exchanged for accrued expenses. Certain loans and accrued expenses were written up or down during the year ended June 30, 2018 to the value exchanged according to settlement agreements with certain investors and debtors of the Company. An additional $39,179 of trade payables was converted and accrued during the year ended June 30, 2018. $620,225 of trade payables will be converted to 25,095 series A preferred shares, $569,991 of accrued interest will be converted to 29,314 series A preferred shares, $691,828 of loans payable will be converted to 59,869 series A preferred shares, $123,141 of loans from related parties will be converted to 11,917 series A preferred shares, $320,730 of convertible loans from related parties will be converted to 18,682 series A preferred shares and $70,883 of other convertible debt will be converted to 14,296 series A preferred shares. The shares will be converted at a par value of $0.00001.
Critical Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Banjo & Matilda, Inc. (“Banjo” or “the Company”) and its wholly owned subsidiaries Banjo & Matilda Pty Ltd. and Banjo & Matilda USA, Inc., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation.
Exchange Gain (Loss)
During the three-month periods ended September 30, 2018 and 2017, the transactions of the Company were denominated in US Dollars.
Foreign Currency Translation and Comprehensive Income (Loss)
During the three-month periods ended September 30, 2018 and 2017, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US$ on the date of settlement and the exchange gains and losses were recorded in the statement of operations. No change was recorded in the comprehensive income (loss).
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.
Reportable Segment
The Company has one reportable segment. The Company’s activities are inter-related and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
7
Cost of Sales
Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), and importation duties and charges.
Selling Expense
Selling expenses consist primarily of shipping and handling costs, relating to the delivery of products to customers, are classified as selling, general and administrative expenses. Selling expenses amounted to $0 and $7,047 for three months ended September 30, 2018 and 2017, respectively.
Operating Overhead Expense
Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel.
Income Taxes
The Company utilizes Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
At June 30, 2018, the Company had not taken any significant uncertain tax positions on its tax returns for periods ended June 30, 2018 and prior years or in computing its tax provision for 2016. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from the period ended June 30, 2014 to the present, generally for three years after they are filed.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base across many markets, predominantly Australia, United States of America, United Kingdom, Europe and the Middle East. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the Company’s Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk.
8
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.
Contingencies
Certain conditions may exist as of the date the 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. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
If the assessment of a contingency indicates 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 potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
Cash and Equivalents
Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At September 30, 2018 and June 30, 2018, the Company had $0 and $0 in cash in Australia and in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
Property, Plant & Equipment
Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three to ten years; computer equipment, two to three years; buildings and improvements, five to fifteen years; leasehold improvements, two to ten years; and furniture and equipment, one to five years. Property and equipment is categorized under assets of discontinued operations in the balance sheet. Additionally, depreciation expense would be included under loss from operations of discontinued operations in the statement of operations.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1
inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
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Level 2
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3
inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
Earnings Per Share (EPS)
The Company utilize FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive.
The following table sets for the computation of basic and diluted earnings per share for the three-month periods ended September 30, 2018 and 2017:
  
Three-month periods ended
 
  
September 30,
  
September 30,
 
  
2018
  
 
2017
 
Basic and diluted       
Loss from continuing operations $(128,853) $(166,767)
Loss from operations of discontinued operations  (5,330)  (64,926)
Net loss $(134,183) $(231,693)
         
Net loss per share (basic and diluted)
        
Continuing operations $(0.00) $(0.00)
Discontinued operations  (0.00) $(0.00)
  $(0.00) $(0.00)
         
Weighted average number of shares outstanding:
        
Basic and diluted  69,584,149   69,584,149 
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606. The new revenue recognition standard supersedes all existing revenue recognition guidance. Under this ASU, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017.
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In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period.
On June 20, 2018, the FASB issued ASU 2018-07,
Compensation—Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on August 6, 2018. The adoption of this standard did not have a material impact on the financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow.
Financial Results

The following discussion of the results of operations constitutes management’s review of the factors that affected the financial and operating performance for the quarter ending September 30, 20172018 and 2016.2017. This discussion should be read in conjunction with the financial statements and notes thereto contained elsewhere in this report. The Company has a June 30 fiscal year end.

During the quarters ended September 30, 20172018 and 2016,2017, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US Dollars on the date of settlement and the exchange gains and losses were recorded in the statement of operations. No change was recorded in the comprehensive income (loss). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity. There were no significant fluctuations in the exchange rate for the conversion of Australian Dollars to US Dollars after the balance sheet date.

Executive summary

The September quarter 2017 represented the beginning of a strategic review for the company. While the Company started in 2009 as an e-commerce only brand, it embarked upon a strategic brand building wholesale distribution program in 2013. In 2015 the Company made the decision to exit this distribution channel due to the increasing issues that apparel and luxury goods brands were facing in working with retailers via wholesale. The Company experienced lower margins, carried higher risks and viewed an uncertain future due to the increasing difficulties occurring in the physical retail landscape. In 2016 the Company began to focus fully on its higher value, higher margin, lower risk direct-to-consumer e-commerce centric business model.

In order to conserve cash and potentially raise new capital, the company decided to wind down operations to a minimal level and focus on reviewing strategic options. 

Even though the Company incurred losses in wholesale during fiscal 2016 and 2017, we considered this an investment in building a US e-commerce customer base. The transition away from wholesale was challenging and the Company has considered its strategic opportunities in addition to its current apparel business.

Fiscal 2018

Results of Operations Compared with Fiscal 2017

Revenues

Sales decreased 60% from $200,927

The following information represents our results of operations for three months ended September 30, 2018 compared to $79,779, for the September 2017 quarter compared with the September quarter in 2016. Cost of sales commensurately decreased from $46,944 to $19,699, or 58%. This was due to the company winding down operations.

Gross Margins

Gross margins decreased from $153,983 to $60,080, or 61%, for the September 2017 quarter compared with the September 2016 quarter. This was due to the company winding down operations.

30, 2017.

 
511
 

Three Months Ended September 30, 2018 Compared to September 30, 2017
  
For the Three Months Ended
   
  
September 30,
2018
  
September 30,
2017
  
$
  
%
 
             
Operating expenses:            
Payroll and employee related expenses  33,750   74,171   (40,421)  -54
Operating expense  3,800   0   3,800   100%
Corporate and public company expense  22,348   17,250   5,098   30%
Total operating expenses  59,898   91,421   (131,358)  -144
                 
Loss from operations  (59,898)  (91,421)  31,523   -34
                 
Other income (expense):                
Interest expense, related parties  (22,283)  0   (22,283)  100%
Interest expense  (46,672)  (75,346)  28,674   -38
Total other income (expense)  (68,955)  (75,346)  26,232   -35
                 
Loss from continuing operations  (128,853)  (166,767)  37,914   -23
                 
Discontinued operations:
                
Loss from operations of discontinued operations  (5,330)  (64,926)  59,596   -92
                 
Net loss $(134,183) $(231,693) $97,510   -42
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Expenses

Total operating expenses decreased 16%144% from $227,041$91,421 to $191,660,$59,898, for the September 2017 quarter compared with the September 2016 quarter. This was due to the company winding down operations.

Net Loss

Net loss and comprehensive net loss was $231,693 for the September 2017 quarter compared to $156,938 in the September 2016 quarter. This was due to the company winding down operations.

Liquidity and Capital Resources

As of September 30, 2017, we had a cash balance of $7,325 and negative working capital of $3,471,839. Our net loss of $231,693 in the quarter ended September 30, 20172018 compared with the quarter ended September 30, 2017. The reduction in operating expense was mostly fundeddriven by proceeds raisedthe wind down in operations.

Loss from financings. We will needOperations of Discontinued Operations
Total loss from operations of discontinued operations decreased 92% from $64,926 to raise working capital (or refinance existing short-term debt$5,330, for the quarter ended September 30, 2018 compared with the quarter ended September 30, 2017. The reduction in operating expense was driven by the wind down in operations.
Net Loss
Net loss was $134,183 for the three months ending September 30, 2018 compared to long-term debt)$231,693 for the three months ending September 30, 2017. The reduction in revenue and winding down of operations was the driver of the increasing loss.
Current Liquidity and Capital Resources for the three months ended September 30, 2018 compared to fundthe three months ended September 30, 2017
Operating Activities
Cash used in operations of $6,878 during the three months ended September 30, 2018 was primarily a result of our $134,183 net loss reconciled with our net non-cash expenses relating to prepaid expenses, assets from discontinued operations, accounts payable, accrued liabilities and liabilities of discontinued operations. Future equity financings may be dilutive to our stockholders. Alternative formsCash provided by operations of future financings may include preferences or rights superior to our common stock. Debt financings may involve a pledge of assets and will rank senior to our common stock. We have historically financed our operations through best-efforts private equity and debt financings. We do not have any credit or equity facilities available with financial institutions, stockholders or third party investors, and will continue to rely on best efforts financings. The failure to raise sufficient capital will likely cause us to cease operations.

During$6,271 during the three months ended September 30, 2017 was primarily a result of our operating activities provided $6,271$231,693 net loss reconciled with our net non-cash expenses relating to prepaid expenses, assets from discontinued operations, accounts payable, accrued liabilities and liabilities of netdiscontinued operations.

Financing Activities
Net cash compared to using $18,874 of net cash flowused in our operatingfinancing activities for the three months ended September 30, 2016.

During2018 was $6,878. Net cash used in financing activities for the three months ended September 30, 2017 of $3,437 resulted from net cash used by financing activities was $3,437 compared with $15,961 of net cash provided by financing activities in the September quarter 2016.

Commitments for Capital Expenditures

We do not have substantial commitments for capital expenditures. All of our products are manufactured by third parties, enabling us to scale up operations without acquiring substantial production equipment. Although we will need to increase our design capabilities and augment our sales and administrative staff as we grow, the rate of growth of these expenses should be less than the rate of growth of our revenue. Further, we anticipate that as we expand our sales, the interest rates, fees and other expenses we pay to obtain credit, should be lower than those we incur presently. Of course, any substantial growthtrade financing.

Inflation
The amounts presented in our revenues will require additional equity which, if available, will dilute the interests of our current shareholders. We do anticipate a slight increase in the rate of growth of our operating expenses this year due to, among other factors, the fact that our historicalconsolidated financial statements do not includeprovide for the expenses associatedeffect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with beingamounts that represent replacement costs or by using other inflation adjustments.
Going Concern
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a public company.

Off Balancegoing concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2018 and June 30, 2019, the Company had no cash and $4,205,285 and $4,071,102 in negative working capital, respectively. For the three months ended September 30, 2018 and 2017, the Company had a net loss of $134,183 and $231,693, respectively. To date, these losses and deficiencies have been financed principally through the loans from related parties and from third parties. In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors.

Off-Balance Sheet Items

We do not have anyArrangements

As of September 30, 2019, there were no off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

arrangements.

 
613
 

Critical Accounting Policies

and Use of Estimates

Quantitative and Qualitative Disclosures about Market Risk
In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.
The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period covered by the financial statements.reporting period. Actual results could differ from those estimates. SignificantOur significant estimates and assumptions include collectabilitythe fair value of accounts receivable, valuationour common stock, stock-based compensation, the recoverability and useful lives of inventory, sales return and recoverability of long-term assets.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers to be remitted to governmental authorities.

Cost of Sales

Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product samples.

Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or net realizable value. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower.

Allowance for Doubtful Accounts

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

Exchange Gain (Loss)

During the September 2017 quarterlong-lived assets, and the years ended June 30, 2017 and 2016, the transactionsvaluation allowance relating to our deferred tax assets.

Contingencies
Certain conditions may exist as of the Company were denominated in US Dollars. Some transactions were denominated in AUD and British pounds for the sales made outside US and for rent paid for the Australian store. Such transactions were converted to US Dollars on the date of transaction and the exchange gains or losses were recorded in the statement of operations. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

Foreign Currency Translation and Comprehensive Income (Loss)

During the September 2017 quarter and the years ended June 30, 2017 and 2016, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US Dollars on the date of settlement and the exchange gains and losses were recorded in the statement of operations. No change was recorded in the comprehensive income (loss). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity. There were no significant fluctuations in the exchange rate for the conversion of Australian Dollars to US Dollars after the balance sheet date.

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Recently Issued Accounting Pronouncements

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or are availablemore future events occur or fail to be issued. This evaluation should include considerationoccur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of conditions and eventsjudgment. In assessing loss contingencies related to legal proceedings that are either knownpending against us or are reasonably knowable atunasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluates the date the financial statements are issuedperceived merits of any legal proceedings or are available to be issued,unasserted claims, as well as whetherthe perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that management’s plans to addressa material loss has been incurred and the substantial doubt willamount of the liability can be implemented and, if so, whether itestimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, thatbut cannot be estimated, then the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company is currently evaluating the impactnature of the adoption of this standard on its consolidated financial statements.

In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016,contingent liability, together with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company is currently evaluating the impactan estimate of the adoptionrange of possible loss, 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, the Company has elected not to provide the disclosure required by this standard on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Recognitionitem.

Item 4. Controls and Measurement of Financial AssetsProcedures.
Disclosure Controls and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance simplifies accounting for share-based payments, most notably by requiring all excess tax benefits and tax deficiencies to be recorded as income tax benefits or expense in the income statement and by allowing entities to recognize forfeitures of awards when they occur. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and may be adopted prospectively or retroactively. The Company is currently evaluating the impact the adoption of this standard would have on its financial condition, results of operations and cash flows.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant effect on its consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Procedures

The Company has elected for early adoption of this guidance during the fiscal year ended June 30, 2017 on our consolidated financial statements.

In August 2017, the FASB issued guidanceestablished disclosure controls and procedures that eases certain documentation and assessment requirements of hedge effectiveness and modifies the accounting for components excluded from the assessment. Some of the modifications include the ineffectiveness of derivative gain/loss in highly effective cash flow hedgeare designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “

Exchange Act
”), is recorded, in OCI,processed, summarized and reported within the change in fair value of derivative to be recordedtime periods specified in the same income statement line as hedged item,rules and additional disclosures required on the cumulative basis adjustment in fair value hedges and the effectforms of hedging on financial statement lines for components excluded from the assessment. The amendment also simplifies the application of hedge accounting in certain situations to permit new hedging strategies to be eligible for hedge accounting. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective transition method should be applied. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by managementand, as such, is accumulated and communicated to have a material impact on the Company’s presentChief Executive Officer, Keith Duffy, who serves as our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Mr. Duffy, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of September 30, 2018. Based on his evaluation, Mr. Duffy concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2018.

Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended September 30, 2018, that has materially affected, or future consolidatedis reasonably likely to materially affect, the Company’s internal control over financial statements.  

reporting.

 
814
 

PART II OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Our business is subject to numerous risks and uncertainties including but not limited to those discussed in Risk Factors“Risk Factors” in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

 
915
 

Item 6. Exhibits

The following exhibits are filed herewith:

Exhibit

Number

Document

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Label

101.PRE

XBRL Taxonomy Extension Presentation

 
1016
 

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BANJO & MATILDA, INC.

Date: June 17, 2019

February 26, 2020

By:

/s/ Brendan Macpherson

Keith Duffy

Brendan Macpherson

Keith Duffy
Chief Executive Officer and Chief Financial Officer

(Principal Executive and Financial Officer)

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