Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2015 | 20-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Plandai Biotechnology, Inc. | |
Entity Central Index Key | 1317880 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 160,519,936 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Current Assets: | ||
Cash | $127,986 | $156,570 |
Inventory | 3,505 | 2,521 |
Accounts Receivable | 7,034 | 8,125 |
Related Party Receivable | 426,444 | |
Other Current Assets | 134,920 | |
Total Current Assets | 273,445 | 593,660 |
Deposits | 75,241 | 83,366 |
Other Assets | 79,300 | 150,630 |
Fixed Assets – Net | 9,468,325 | 8,855,759 |
Total Assets | 9,896,311 | 9,683,415 |
Current Liabilities: | ||
Accounts Payable and Accrued Expenses | 216,487 | 142,623 |
Accrued Interest | 197,758 | 39,505 |
Current Portion of Long Term Debt | 7,950,000 | |
Convertible Notes Payable | 18,112 | |
Derivative Liability | 23,710 | |
Related Party Payables | 2,949 | |
Total Current Liabilities | 8,364,245 | 226,900 |
Other Liabilities | 178,363 | |
Capitalized Lease Obligation | 1,495,103 | 1,358,982 |
Long Term Debt, Net of Discount | 5,668,700 | 11,636,867 |
TOTAL LIABILITIES | 15,706,411 | 13,222,748 |
STOCKHOLDERS' DEFICIT | ||
Common Stock, authorized 500,000,000 shares, $0.0001 par value, 160,519,936 and 131,008,628 shares issued and outstanding as of March 31, 2015 and June 30, 2014 | 16,053 | 13,101 |
Additional Paid-In Capital | 29,730,409 | 21,946,732 |
Stock Subscription Payable | 1,480,007 | |
Retained Deficit | -33,909,323 | -25,957,163 |
Cumulative Foreign Currency Translation Adjustment | -117,712 | 314,649 |
Total Stockholders' Deficit | -4,280,573 | -2,202,674 |
Non-controlling Interest | -1,529,527 | -1,336,660 |
Equity Allocated to Plandai Biotechnology | -5,810,100 | -3,539,334 |
Total Liabilities and Stockholders' Deficit | $9,896,311 | $9,683,415 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 160,519,936 | 131,008,628 |
Common stock, shares outstanding | 160,519,936 | 131,008,628 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $21,744 | $12,554 | $64,024 | $250,859 |
Cost of Sales | 181,214 | 141,046 | 583,506 | 483,675 |
Gross Profit | -159,470 | -128,492 | -519,482 | -232,816 |
Expenses: | ||||
Payroll | 5,079,803 | 1,133,741 | 6,128,980 | 2,204,284 |
Professional Services | 80,597 | 29,073 | 455,161 | 108,643 |
Rent | 107,859 | 175,025 | 325,121 | 431,862 |
Utilities | 17,319 | 13,034 | 50,957 | 42,812 |
Consulting | 382,048 | 800,000 | 402,154 | 800,000 |
Finance Cost | 459,000 | 459,000 | ||
Research | 83,230 | |||
Depreciation | 46,695 | 43,774 | 139,517 | 142,808 |
General & Administrative | 115,466 | 121,980 | 349,036 | 130,067 |
Total Expenses | 5,829,787 | 2,775,627 | 7,850,926 | 4,402,706 |
Operating Income (Loss) | -5,989,257 | -2,904,119 | -8,370,408 | -4,635,522 |
Other Income (Expense) | ||||
Proceeds from Settlement | 12,765 | 777,724 | ||
Derivative Interest | 16,004 | 2,086,436 | ||
Interest Expense | 296,292 | 134,754 | 552,344 | 374,654 |
Net Income (Loss) | -6,272,784 | -3,054,877 | -8,145,028 | -7,096,612 |
Loss Allocated to Non-controlling Interest | 120,962 | 87,803 | 192,867 | 436,751 |
Net Loss, Adjusted | -6,151,823 | -2,967,074 | -7,952,161 | -6,659,861 |
Other Comprehensive Income (loss): | ||||
Foreign Currency Translation Adjustment | 145,449 | 143,404 | -432,361 | 141,678 |
Comprehensive (Loss) | ($6,006,373) | ($2,823,670) | ($8,384,522) | ($6,518,183) |
Basic & diluted loss per share | ($0.04) | ($0.02) | ($0.06) | ($0.06) |
Weighted Avg. Shares Outstanding | 140,845,731 | 119,547,278 | 135,224,529 | 117,147,278 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | ($8,145,028) | ($7,096,612) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 139,517 | 142,808 |
Stock Issued or Payable for Services | 5,971,536 | 2,595,000 |
Stock Issued for Financing Costs | 459,000 | |
Derivative Liability | 2,086,351 | |
Capitalized Lease Obligation | -136,121 | -301,960 |
Foreign Currency Translation Adjustment | -432,361 | 141,678 |
Decrease in Related Party Receivable | -426,444 | |
Increase in Accounts Receivable | -1,092 | -7,281 |
(Increase) Decrease in Deposits & Prepaid Expense | -8,125 | 71,971 |
(Increase) Decrease in Inventory | 985 | -3,167 |
Increase in Other Current Assets | 134,920 | |
Decrease in Other Assets | -71,330 | -221,348 |
Increase (Decrease) in Accounts Payable and Accrued Expenses | 73,865 | -418,470 |
Increase in Other Liabilities | 178,363 | |
Decrease in Related Party Payables | -2,949 | -133,636 |
Increase (Decrease) in Accrued Interest | 158,253 | -70,614 |
Net Cash From (Used in) Operating Activities | -1,551,597 | -1,832,710 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Fixed Assets | 752,083 | 1,111,584 |
Net Cash Used in Investing Activities | -752,083 | -1,111,584 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Increase in Debt, Net of Discount | 1,988,396 | 2,182,942 |
Net Borrowings under Convertible Debt | 248,517 | |
Proceeds from the Sale of Common Stock | 286,700 | 615,000 |
Net Borrowings under Credit Line | 25,000 | |
Net Cash Provided by Financing Activities | 2,272,096 | 3,071,459 |
Net Increase (Decrease) in Cash and Cash Equivalents | -28,584 | 127,165 |
Cash and Cash Equivalents at Beginning of Period | 156,570 | 498,917 |
Cash and Cash Equivalents at End of Period | 127,986 | 626,082 |
NON-CASH ACTIVITIES | ||
Shares issued to retire debt | 24,674 | 1,557,504 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid during the year for: Interest | 220,643 | |
Cash paid during the year for: Income taxes |
Nature_Of_Operations_And_Going
Nature Of Operations And Going Concern | 9 Months Ended |
Mar. 31, 2015 | |
Nature Of Operations And Going Concern | |
Nature of Operations and Going Concern | NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN |
Plandaí Biotechnology, Inc.’s (the “Company” or “Plandaí”) consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. | |
The Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. | |
Plandaí and its subsidiaries focus on the production of proprietary botanical extracts for the nutriceutical and pharmaceutical industries. The company grows much of the live plant material used in its products on a 3,000 hectare estate it operates under a 49-year notarial lease in the Mpumalanga region of South Africa. Plandaí uses a proprietary extraction process that is designed to yield highly bioavailable products of pharmaceutical-grade purity. The first product to be brought to market is Phytofare® Catechin Complex, a green-tea derived extract that has multiple potential wellness applications. The company’s principle holdings consist of land, farms and infrastructure in South Africa. | |
The Company’s production facility in South Africa received its certificate of occupancy and operations on December 31, 2014. Notwithstanding this, production for the first three months of operations has been limited due to various technical issues incidental to opening a new facility that is the first of its kind. Accordingly, there were no sales during the first quarter of operations and most of the production was used for clinical trials, batch testing, and customer samples. Sales are expected to commence May 2015 and continue uninterrupted thereafter. | |
The Company is actively pursuing additional financing and has had discussions with various third parties, although no firm commitments have been obtained. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and realize positive cash flow. There is no assurance any of these transactions will occur. | |
These financial statements should be read in conjunction with the Company’s annual report for the year ended June 30, 2014 previously filed on Form 10-K. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments made were of a normal recurring nature. | |
Organization | |
On November 17, 2011, the Company, through its wholly-owned subsidiary, Plandaí Biotechnologies, Inc., consummated a share exchange with Global Energy Solutions, Inc. (“GES”), an Irish corporation. Under the terms of the share exchange, GES received 76,000,000 shares of the Company’s common stock that had been previously issued to Plandaí in exchange for 100% of the issued and outstanding capital of GES. Concurrent with the share exchange, the Company sold its subsidiary, Diamond Ranch, Ltd., together with its wholly-owned subsidiary, Executive Seafood, Inc., to a former officer and director of the Company. Under the terms of the sale, the purchasers assumed all associated debt as consideration. During the three months ended September 30, 2011 and through the date of the share exchange, Diamond Ranch, Ltd. and Executive Seafood, Inc. generated a net loss of $126,000, and as of September 30, 2011, liabilities exceeded assets by over $5,000,000. The Company subsequently changed its name to Plandaí Biotechnology, Inc. and dissolved GES. | |
For accounting purposes, the share exchange has been treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Plandaí Biotechnology, Inc. exclusive of Diamond Ranch Foods since the acquisition and sale were executed simultaneously. For equity purposes, the shares issued to acquire GES (76,000,000 shares) have been shown to be issued and outstanding since inception, with the previous balance outstanding (25,415,300 shares Common) treated as a new issuance as of the date of the share exchange. The additional paid-in capital and retained deficit shown are those of Plandaí and its subsidiary operations. | |
In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made. All adjustments made were of a normal recurring nature. | |
Basis of Presentation | |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements represent the results of operations for the three and nine months ended March 31, 2015. | |
The accompanying unaudited financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 as filed with the SEC on October 14, 2014. | |
Fiscal Year End | |
The Company has adopted a June 30 fiscal year end. |
Summary_Of_Accounting_Policies
Summary Of Accounting Policies | 9 Months Ended | ||
Mar. 31, 2015 | |||
Summary Of Accounting Policies | |||
Summary of Accounting Policies | NOTE 2 – SUMMARY OF ACCOUNTING POLICIES | ||
This summary of accounting policies for Plandaí Biotechnology, Inc. and its wholly-owned subsidiaries, is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. | |||
Use of Estimates | |||
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others. | |||
Cash and Cash Equivalents | |||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||
Revenue recognition | |||
During the nine months ended March 31, 2015, the Company presently derived its revenue from the sale of timber and agricultural products produced on its farm and tea estate holdings in South Africa. Revenue is recognized when the product is delivered to the customer. Once sales of the Company’s Phytofare™ botanical extracts commence in Q2 2015, revenues will be recognized when product is shipped. | |||
Concentration of Credit Risk | |||
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. | |||
Property and equipment | |||
Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations. | |||
Impairment of Long-Lived Assets | |||
In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust the recorded value of its long-lived assets for impairment. | |||
Net Loss per common share | |||
The Company adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive. | |||
The Company issued warrants to purchase 5,000,000 shares of the Company’s common stock which have a strike price of $0.01/share; however, since the Company incurred a loss for all periods presented, the warrants are considered anti-dilutive. During the nine months ended March 31, 2015, a total of 1,666,666 warrants were exercised resulting in the issuance of 1,629,212 shares of restricted common stock, leaving 3,333,334 outstanding exercisable warrants. | |||
Foreign Currency Transaction Gains and Losses | |||
The Company’s principle operations are located in South Africa and the primary currency used is the South African Rand. Accordingly, the financial statements are first prepared in Rand and then converted to US Dollars for reporting purposes. We use the average conversion rate for the period for income statement purposes and the closing exchange rate as of the balance sheet date. Cumulative differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet and recorded as a component of comprehensive loss on the income statement. | |||
Income Taxes | |||
The Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109, Accounting for Income Taxes, as clarified by ASC Topic 740, formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN No. 48”). Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. | |||
The Company adopted the provisions of ASC Topic 740, formerly FIN No. 48 on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. As required by ASC Topic 450, formerly FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied ASC Topic 740, formerly FIN No. 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, formerly FIN No. 48, the Company did not recognize any change in the liability for unrecognized tax benefits. | |||
The Company is subject to income taxes in the U.S. federal jurisdiction and that of South Africa. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before April 1, 2007. | |||
The Company is not currently under examination by any federal or state jurisdiction. | |||
The Company’s policy is to record tax-related interest and penalties as a component of operating expenses. | |||
Off-Balance Sheet Arrangements | |||
We have no off-balance sheet arrangements. | |||
Emerging Growth Company | |||
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |||
Fair Value of Financial Instruments | |||
Fair value of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. | |||
Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. | |||
Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: | |||
Level 1 | |||
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1. | |||
Level 2 | |||
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and | |||
Level 3 | |||
Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. | |||
Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. | |||
Advertising | |||
Advertising costs are expensed as incurred. | |||
Principles of Consolidation | |||
Plandaí Biotechnology, Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements: | |||
Plandaí Biotechnologies, Inc. | 100% owned by Plandaí Biotechnology, Inc. | ||
Plandaí Biotechnology - Uruguay, SA | 100% owned by Plandaí Biotechnology, Inc. | ||
(Fka: Riversoul, SA) | |||
Phyto Pharmacare, Inc. | 100% owned by Plandaí Biotechnology, Inc. | ||
Dunn Roman Holdings—Africa Ltd | 100% owned by Plandaí Biotechnology, Inc. | ||
Red Gold Biotechnologies (Pty) Ltd. | 100% owned by Dunn Roman Holdings-Africa | ||
Breakwood Trading 22 (Pty) Ltd. | 74% owned by Dunn Roman Holdings-Africa | ||
Green Gold Biotechnologies (Pty) Ltd. | 84% owned by Dunn Roman Holdings-Africa | ||
All intercompany balances have been eliminated in consolidation. | |||
Straight-lining of Lease Obligation | |||
Plandaí’s subsidiaries have two long-term, material leases which either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of March 31, 2015, the amount of this deferred liability was $1,495,103. | |||
Plandaí’s subsidiary, Dunn Roman Holdings – Africa (Pty) Ltd., executed a sublease on the Bonokado Farm in South Africa to a third party. Bonokado currently farms avocado and macadamia nuts, neither of which factor into the company’s future business model. The lease is for 20 years and includes 24 months of deferred rent while the farm is rehabilitated by the sub-lessor. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly value attributable to the lease and recorded the corresponding difference between the amount actually paid and the amount calculated as a Lease Receivable in Other Assets. As of March 31, 2015, the amount of this receivable was $79,228 (R 957,335). | |||
Stock-Based Compensation | |||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on the security is issued if the completion date is not readily determined. | |||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. | |||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date we enter into an agreement for goods or services, then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, we recognize the equity instruments when they are issued. | |||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, we may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction is recognized in the same period(s) and in the same manner as if we had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. | |||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||
Related Parties | |||
The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||
Pursuant to Section 850-10-20 related parties include (a) affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if that party controls or can significantly influence our management or operating policies to an extent that we might be prevented from fully pursuing our own separate interests. | |||
Material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, are disclosed in our financial statements. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements are not reported in our statements. | |||
Embedded Conversion Features | |||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | |||
Derivative Financial Instruments | |||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | |||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||
Recent Accounting Pronouncements | |||
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below. | |||
Financial Accounting Statement No. 52, Foreign Currency Translation (FAS 52), sets forth the appropriate accounting treatment under U.S. GAAP for companies that consolidate the results of foreign operations denominated in local currencies. FAS 52 requires that all assets and liabilities be translated at the current spot rate at the date of translation. Equity items, other than retained earnings, are translated at the spot rates in effect on each related transaction date. Retained earnings are translated at the weighted-average rate for the relevant year and income statement items are translated at the average rate for the period, except where specific identification is practicable. The resulting adjustment is not recognized in current earnings, but rather as a component of other comprehensive income. The Company adopted FAS 52 in the year ended June 30, 2012 and has chosen US dollars as the local currency. The effect of adopting FAS 52 have been reflected in the accompanying consolidated financial statements. | |||
Statement of Financial Accounting Standards No. 35, Capitalization of Interest Costs, establishes standards for capitalizing interest cost as part of the historical cost of acquiring certain assets. To qualify for interest capitalization, assets must require a period of time to get them ready for their intended use. In the years ended June 30, 2014 and 2013, the Company used debt financing to commence the construction of a manufacturing facility which became operational in December 2014. The company accordingly adopted FAS 35 and capitalized interest associated with the borrowing. | |||
Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements, establishes standards for accounting for non-controlling interest, sometimes called a minority interest, which is that portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. FAS 160 requires that the minority portion of equity and net income/loss from operations of consolidated entities be reflected in the financial statements. The Company previously adopted FAS 160 and has reflected the impact in the accompanying consolidated financial statements. | |||
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition, effective for annual periods ending after December 31, 2016. | |||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |||
Acquisition_Of_Red_Gold_Biotec
Acquisition Of Red Gold Biotechnologies, A Related Party Entity | 9 Months Ended |
Mar. 31, 2015 | |
Acquisition Of Red Gold Biotechnologies Related Party Entity | |
Acquisition of Red Gold Biotechnologies, A Related Party Entity | NOTE 3 – ACQUISITION OF RED GOLD BIOTECHNOLOGIES, A RELATED PARTY ENITITY |
In July of 2014, the Company through its wholly owned subsidiary Dunn Roman Holdings acquired 100% of the issued and outstanding stock of Red Gold Biotechnologies (PTY) Ltd. (“Red Gold”), a related party to the Company. Red Gold was a related party to the Company through our chief executive officer Roger Duffield who is the sole shareholder of Red Gold. As of June 30, 2014, the Company had advanced $426,444 to Red Gold. This loan which was recorded as a Related Party Receivable as of June 30, 2014 and was eliminated in consolidation in the March 31, 2015 consolidated balance sheets. There was no economic benefit to Roger Duffield as a result of this acquisition as the entity acquired was established solely for tax reporting purposes in South Africa. | |
The Company has accounted for the acquisition of Red Gold as a reorganization of entities under common control. In reorganizations of entities under common control, the balances of the acquired entity are carried over at historical costs with no goodwill or excess consideration recorded. Pursuant to FASB 141, the financial activity of the acquiree (Red Gold) in a reorganization of entities under common control is presented as if the acquiree was consolidated at the beginning of the period. | |
Fixed_Assets
Fixed Assets | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Fixed Assets | NOTE 4 – FIXED ASSETS | ||||||||
Fixed assets, stated at cost, less accumulated depreciation at March 31, 2015 and June 30, 2014 consisted of the following: | |||||||||
31-Mar-15 | 30-Jun-14 | ||||||||
Equipment | $ | 236,094 | $ | 286,387 | |||||
Furniture | 83,349 | 89,082 | |||||||
Vehicles | 91,638 | 104,675 | |||||||
Factory & Leasehold Improvements | 7,584,216 | 7,071,330 | |||||||
Capitalized Interest | 1,853,500 | 1,590,753 | |||||||
Less: Accumulated Depreciation | (380,472 | ) | (286,468 | ) | |||||
Fixed Assets, net | $ | 9,468,325 | $ | 8,855,759 | |||||
Depreciation expense | |||||||||
Depreciation expense for the three months ended March 31, 2015 and 2014 was $46,695 and $43,744. Depreciation expense for the nine months ended March 31, 2015 and 2014 was $139,517 and $142,808. | |||||||||
The Company has used proceeds from its loan with the Land and Agriculture Bank of South Africa (“Land Bank”) to purchase fixed assets to be employed in South Africa to produce the Company’s botanical extracts, fund the rehabilitation of the Senteeko Tea Estate, repair roads, bridges, and onsite worker housing as well as prune, weed and fertilizing the plantation. The Company has followed the guidance of FAS 35 and has capitalized the interest associated with the debt financing to purchase the fixed assets. With the facility becoming operational on December 31, 2014, we have not yet begun production operations, so therefore we have not yet begun depreciation of our fixed assets associated with production operations. As of March 31, 2015 and June 30, 2014, the Company has capitalized $1,853,500 and $1,590,753 in accrued interest pertaining to the debt financing from the Land Bank. | |||||||||
Notes_Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 5 –NOTES PAYABLE |
On November 25, 2013, the company executed a promissory note in the amount of $250,000 with an unaffiliated third party. The note bears interest at 6% per annum and was originally due June 30, 2015. On February 11, 2014, the company executed another promissory note with the same entity in the amount of $950,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On June 26, 2014, the company executed another promissory note in the amount of $500,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On August 26, 2014, the company executed another promissory note in the amount of $800,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On September 11, 2014, the company executed another promissory note in the amount of $1,000,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On November 25, 2014, the company executed another promissory note in the amount of $500,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On December 18, 2014, the company executed another promissory note in the amount of $500,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On December 30, 2014, the company executed another promissory note in the amount of $500,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On February 25, 2015, the Company executed another promissory note in the amount of $150,000. This note bears interest at 6% per annum and was originally due June 30, 2015. On March 19, 2015, the Company executed another promissory note in the amount of $400,000. This note bears interest at 6% per annum and was originally due June 30, 2015. Collectively, these notes total $5,550,000 and were due and payable June 30, 2015. Subsequent to March 31, 2015, the Company renegotiated the due date on each of these notes to October 31, 2015. | |
As of March 31, 2015 and June 30, 2014, the Company has a notes payable balance due of $5,500,000 and $1,200,000, respectively. As of March 31, 2015 and June 30, 2014, the Company recorded accrued interest pertaining to the outstanding notes payable in the amounts of $197,758 and $39,505, respectively. | |
Convertible_Notes_Payable_Deri
Convertible Notes Payable & Derivative Liability | 9 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable & Derivative Liability | NOTE 6 – CONVERTIBLE NOTES PAYABLE & DERIVATIVE LIABILITY |
On August 20, 2013, the Company executed two convertible promissory notes totaling $550,000. The notes bore interest at the rate of 8% per annum and became due and payable six months from the date of issuance. During the first 90 days from issuance, the notes were repayable without incurring any interest charges. The Company was advanced $210,000 against the two notes. As of June 30, 2014, a total of $205,368 of the unpaid principal plus accrued interest had been converted into 2,997,035 shares of restricted common stock, leaving a balance of $18,112. During the nine months ended March 31, 2015, the principle balance of $18,112 plus $6,562 of accrued interest was converted into 144,296 shares of restricted common stock. | |
As of March 31, 2015 and June 30, 2014, the Company had a convertible notes payable balance of $-0- and $18,112. | |
Derivative Liability | |
The Company recorded a derivative liability of $23,710 as of June 30, 2014 representing the estimate value of the shares over and above the amount of debentures that would be issued on conversion. During the year ended June 30, 2014, the Company recorded $1,758,026 as derivative interest expense which was then offset against additional paid in capital when the debentures were converted. As of March 31, 2015, the Company had no outstanding convertible instruments and all remaining derivative liability has been eliminated. | |
ShortTerm_LongTerm_Debt
Short-Term & Long-Term Debt | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Short-term Long-term Debt | |||||||||
Short-Term & Long-Term Debt | NOTE 7 – SHORT-TERM & LONG-TERM DEBT | ||||||||
Land and Agriculture Bank of South Africa | |||||||||
In June 2012, the Company, through the majority-owned subsidiaries of Dunn Roman Holdings, Inc., executed final loan documents on a 100 million Rand (approx. $8.3 million USD) financing with the Land and Agriculture Bank of South Africa (“Land Bank”). The total loan is comprised of multiple agreements totaling, between Green Gold Biotechnologies (Pty) Ltd. and Breakwood Trading 22(Pty) Ltd., 100 million rand. The loans all bear interest at the rate of prime plus 0.5% per annum and are all due in seven years. In addition, the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first drawn down of funds. The loans are collateralized by the assets and operations, including the Senteeko lease, agriculture production and receivables of Dunn Roman Holdings, which is the African operating arm of Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to the Land Bank which extends through the duration of the loan agreements (7 years unless pre-paid). The profit share agreement extends only to profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa. By way of loan covenants, the borrowing entities are required to maintain a debt to equity ratio of 1.5:1, interest coverage ratio of 1.5:1, and security coverage ratio of 1:1, neither of which are currently in compliance. However, the Company consistently notified the Bank of this situation and has requested written documentation as to the Bank’s intention. The Bank has not provided documentation in writing, however they have given verbal approval that the covenants will not be enforced. In addition, they have not started any action against the Company. | |||||||||
During the year ended June 30, 2012, the Company issued 1,500,000 shares of restricted common stock to three individuals in exchange for shares of Dunn Roman Holdings stock which had been previously issued. The acquired Dunn Roman shares were then provided to third parties in order to comply with the BEE provisions associated with the loan from the Land Bank of South Africa, which required that 15% of Dunn Roman be black owned. The Company has therefore determined to treat the value of the shares issued to acquire the Dunn Roman stock ($585,000) as a cost of securing the financing and recorded as a loan discount which will be amortized over the life of the loan (7 years) commencing June 1, 2015. | |||||||||
As of March 31, 2015, a total of $8,653,700, which includes approximately $1,853,500 of capitalized accrued interest, was owed to the Land Bank. The proceeds were used to purchase fixed assets that will be employed in South Africa to produce the company’s botanical extracts, fund the rehabilitation of the Senteeko Tea Estate, including the repair of roads, bridges, and onsite worker housing, and the pruning, weeding and fertilizing of the plantation. As the 25-month holiday in which no payments or interest are due expired in July of 2014, the Company is required to make monthly payments of approximately 2,300,000R South African Rand (approximately $200,000 US Dollars). During the nine months ended March 31, 2015, a total of R20,191,725 South African Rand (approximately $1,671,044 US) was repaid to Land Bank. As of the dates presented, the long-term loan balances were as follows: | |||||||||
March 31, | June 30, | ||||||||
2015 | 2014 | ||||||||
Loan Principle and Interest - Land Bank | 8,653,700 | 12,221,867 | |||||||
Less: Discount | (585,000 | ) | (585,000 | ) | |||||
8,068,700 | 11,636,867 | ||||||||
Less: Current Portion or Short-Term Debt | (2,400,000 | ) | — | ||||||
Long Term Debt, Net of Discount | $ | 5,668,700 | $ | 11,636,867 | |||||
Capitalized_Lease_Obligations
Capitalized Lease Obligations | 9 Months Ended |
Mar. 31, 2015 | |
Capitalized Lease Obligations | |
Capitalized Lease Obligations | NOTE 8 – CAPITALIZED LEASE OBLIGATIONS |
Plandaí’s subsidiaries have two long-term, material leases which either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of March 31, 2015, the amount of this deferred liability was $1,495,103. | |
Plandaí’s subsidiary, Dunn Roman Holdings – Africa (Pty) Ltd., executed a sublease on the Bonokado Farm in South Africa to a third party. Bonokado currently farms avocado and macadamia nuts, neither of which factor into the company’s future business model. The lease is for 20 years and includes 24 months of deferred rent while the farm is rehabilitated by the sub-lessor. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly value attributable to the lease and recorded the corresponding difference between the amount actually paid and the amount calculated as a Lease Receivable in Other Assets. As of March 31, 2015, the amount of this receivable was $79,228 (R 957,335). | |
Contingent_Liability
Contingent Liability | 9 Months Ended |
Mar. 31, 2015 | |
Contingent Liability | |
Contingent Liability | NOTE 9 – CONTINGENT LIABILITY |
On August 30, 2013, the Company executed a license with North-West University, South Africa, under which the company received an exclusive license to develop and market products using the Pheroid™ system of nano-entrapment, the patents and associated intellectual property to which is owned by North-West University. The license is limited to entrapping polyenes for animal and human use. Under the terms of the license, Plandaí will pay a royalty of 2% of net sales of all product that incorporates the Pheroid technology, with a minimum of R20,000 (approx. US $1,700) due annually. The license expires in ten years and contains requirements that the company achieve certain development milestones with respect to brining products to market. As of March 31, 2015, the Company had not commenced sales of the Pheroid® product and, accordingly, no royalties were generated. | |
Other_Income
Other Income | 9 Months Ended |
Mar. 31, 2015 | |
Other Income | |
Other Income | NOTE 10 – OTHER INCOME |
Other income consists of monies paid from CRS Technologies as part of a settlement agreement resulting from delays in completing the Senteeko factory in South Africa. The Company, through its subsidiary Dunn Roman Holdings – Africa, contracted CRS to construct the tea and citrus extraction facility. Due to several delays, CRS agreed to pay a penalty of $2,000,000, which is being treated as Other Income as received. In the nine months ended March 31, 2015, the Company received $764,386 from CRS under the settlement. Also included in Other Income is $13,338 received from the Company’s insurance due to a claim on damaged equipment. | |
Foreign_Currency_Translation_A
Foreign Currency Translation Adjustment | 9 Months Ended |
Mar. 31, 2015 | |
DisclosureCurrencyAdjustmentAbstract | |
Foreign Currency Translation Adjustment | NOTE 11 – FOREIGN CURRENCY TRANSLATION ADJUSTMENT |
The Company’s principle operations are located in South Africa and the primary currency used is the South African Rand. Accordingly, the financial statements are first prepared in using Rand and then converted to US Dollars for reporting purposes, with the average conversion rate being used for income statement purposes and the closing exchange rate as of March 31, 2015 applied to the balance sheet. Differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet. In the nine months ended March 31, 2015, the Company recorded a foreign currency translation adjustment loss of $432,361. In the nine months ended March 31, 2014, the Company recorded a foreign currency translation adjustment gain of $141,678. As of March 31, 2015 and June 30, 2014, the cumulative currency translation adjustments were $(117,712) and $314,649, respectively. | |
Common_Stock
Common Stock | 9 Months Ended |
Mar. 31, 2015 | |
DisclosureCommonStockAbstract | |
Common Stock | NOTE 12 – COMMON STOCK |
During the nine months ended March 31, 2015, the Company issued a total of 29,511,308 shares of restricted common stock as follows: | |
1. The Company issued 1,298,400 restricted common shares for $286,700 cash. | |
2. The Company issued 26,369,400 restricted common shares for services valued at $7,451,536. | |
3. The Company issued 144,296 restricted common shares for the conversion of convertible debt and interest in the amount of $24,674. | |
4. The Company issued 1,629,212 restricted common shares pursuant to the execution of 1,666,666 warrants with a strike price of $0.01. | |
5. The Company issued 70,000 restricted common shares pursuant to the acquisition of the remaining 2% interest in Dunn Roman. | |
Common Stock Issuable | |
Pursuant to three agreements executed on March 1, 2013 by the Company with two of its officers and one consultant, the Company is obligated to issue 4,000,000 common shares at the end of each completed year for services rendered to the Company. As of March 31, 2015 and June 30, 2014, the common shares issuable pursuant to the employment agreements were $0 and $1,480,007, respectively. | |
Warrants
Warrants | 9 Months Ended | |||||
Mar. 31, 2015 | ||||||
DisclosureWarrantsAbstract | ||||||
Warrants | NOTE 13 – WARRANTS | |||||
On January 28, 2014, the Company signed an agreement with Diego Pellicer, Inc. under which the Company received a license to use the Diego Pellicer name and likeness on a future cannabis-based extract which is under development. As consideration for the license, warrants to purchase 5,000,000 shares of the Company’s common stock were issued at a purchase price of $0.01 per share. Based on the closing bid price of the common stock of $1.15 on the date the warrants were issued, the Company recorded a value of $5,705,022 as an asset; however, as the cannabis extract is still in development, the intangible licenses asset balance was fully impaired leaving a zero asset balance. Accordingly, the Company recorded an impairment expense of $5,705,022. Should the cannabis extract come to market, the value of the license will be reevaluated. | ||||||
In the nine months ended March 31, 2015, a total of 1,666,666 warrants were exercised resulting in the issuance of 1,629,212 common shares. | ||||||
Warrants Outstanding | ||||||
Weighted | ||||||
Warrants | Average | Warrants | ||||
Exercisable | Exercise | Remaining | Exercisable | |||
June 30, | Price ($) per | Contractual | Exercised | March 31, | ||
2014 | Share | Life | Warrants | 2015 | ||
5,000,000 | $ 0.01 | 9.0 years | 1,666,666 | 3,333,334 | ||
NonControlling_Interest
Non-Controlling Interest | 9 Months Ended |
Mar. 31, 2015 | |
DisclosureMinorityInterestAbstract | |
Non-Controlling Interest | NOTE 14 – NON-CONTROLLING INTEREST |
Plandaí owns 100% of Dunn Roman Holdings—Africa, which in turn owns 74% of Breakwood Trading 22 (Pty), Ltd. and 84% of Green Gold Biotechnologies (Pty), Ltd., in order to be compliant with the Black Economic Empowerment rules imposed by the South African Land Bank. While the Company, under the Equity Method of Accounting, is required to consolidate 100% of the operations of its majority-owned subsidiaries, that portion of subsidiary net equity attributable to the minority ownership, together with an allocated portion of net income or net loss incurred by the subsidiaries, must be reflected on the consolidated financial statements. On the balance sheet, minority interest has been shown in the Equity Section, separated from the equity of Plandaí, while on the income statement, the minority shareholder allocation of net loss has been shown in the Consolidated Statement of Operations. | |
Related_Party_Transaction
Related Party Transaction | 9 Months Ended |
Mar. 31, 2015 | |
Related Party Transaction | |
Related Party Transaction | NOTE 15 – RELATED PARTY TRANSACTION |
In addition to the loans payable and receivables as discussed above, the Company had the following related party transactions during the nine months ended March 31, 2015. | |
Related Party Loan Receivable | |
As of June 30, 2014, the Company was owed a total of $426,444 from a company, Red Gold Biotechnologies (Pty) Ltd., of which Roger Duffield, our Chief Executive Officer, was the sole director. Red Gold Biotechnologies was established to process and invoice payments to third party vendors associated with construction of the Senteeko production facility in order to maximize the refund of VAT (Value Added Tax) from South Africa. Accordingly, construction costs paid directly by Dunn Roman were recorded as a receivable from Red Gold. Subsequent to June 30, 2014, the company was merged with Dunn Roman Holdings-Africa, Plandaí’ wholly-owned subsidiary, and the receivable balance was transferred to fixed assets. There were no revenues or expenses associated with Red Gold and Mr. Duffield derived no economic benefit from the transaction. All VAT refunds were deposited with Dunn Roman. The loan was recorded as a related party receivable as of June 30, 2014 in the amount of $426,444 but was eliminated in the consolidated balance sheets as of March 31, 2015 because Red Gold was acquired as a wholly-owned subsidiary as of July of 2014, See Note 3. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2015 | |
Subsequent Events | |
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS |
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing apart from the following: | |
In April 2015, the Company terminated a 5-year consulting contract with an individual who performed various operational and financial functions. As a result of this transaction, the Company was obligated to issue 3,500,000 shares of common stock pursuant to the early termination clause of the contract. | |
In April 2015, the Company borrowed $500,000 from an unrelated third party for working capital purposes. The loan is due October 31, 2015 and bears interest at 6% per annum. | |
Nature_Of_Operations_And_Going1
Nature Of Operations And Going Concern (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
Nature Of Operations And Going Concern Policies | |
Basis of Presentation | Basis of Presentation |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying financial statements represent the results of operations for the three and nine months ended March 31, 2015. | |
The accompanying unaudited financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 as filed with the SEC on October 14, 2014. | |
Summary_Of_Accounting_Policies1
Summary Of Accounting Policies (Policies) | 9 Months Ended | ||
Mar. 31, 2015 | |||
Summary Of Accounting Policies Policies | |||
Use of Estimates | Use of Estimates | ||
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and statement of operations for the year then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collect ability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||
Revenue Recognition | Revenue recognition | ||
During the nine months ended March 31, 2015, the Company presently derived its revenue from the sale of timber and agricultural products produced on its farm and tea estate holdings in South Africa. Revenue is recognized when the product is delivered to the customer. Once sales of the Company’s Phytofare™ botanical extracts commence in Q2 2015, revenues will be recognized when product is shipped. | |||
Concentration of Credit Risk | Concentration of Credit Risk | ||
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. | |||
Property and Equipment | Property and equipment | ||
Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations. | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | ||
In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust the recorded value of its long-lived assets for impairment. | |||
Net Loss per Common Share | Net Loss per common share | ||
The Company adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive. | |||
The Company issued warrants to purchase 5,000,000 shares of the Company’s common stock which have a strike price of $0.01/share; however, since the Company incurred a loss for all periods presented, the warrants are considered anti-dilutive. During the nine months ended March 31, 2015, a total of 1,666,666 warrants were exercised resulting in the issuance of 1,629,212 shares of restricted common stock, leaving 3,333,334 outstanding exercisable warrants. | |||
Foreign Currency Transaction Gains and Losses | Foreign Currency Transaction Gains and Losses | ||
The Company’s principle operations are located in South Africa and the primary currency used is the South African Rand. Accordingly, the financial statements are first prepared in Rand and then converted to US Dollars for reporting purposes. We use the average conversion rate for the period for income statement purposes and the closing exchange rate as of the balance sheet date. Cumulative differences resulting from the fluctuation in the exchange rate are recorded as an offset to equity in the balance sheet and recorded as a component of comprehensive loss on the income statement. | |||
Income Taxes | Income Taxes | ||
The Company accounts for income taxes under ASC Topic 740, formerly SFAS No. 109, Accounting for Income Taxes, as clarified by ASC Topic 740, formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN No. 48”). Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. | |||
The Company adopted the provisions of ASC Topic 740, formerly FIN No. 48 on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies. As required by ASC Topic 450, formerly FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied ASC Topic 740, formerly FIN No. 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740, formerly FIN No. 48, the Company did not recognize any change in the liability for unrecognized tax benefits. | |||
The Company is subject to income taxes in the U.S. federal jurisdiction and that of South Africa. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before April 1, 2007. | |||
The Company is not currently under examination by any federal or state jurisdiction. | |||
The Company’s policy is to record tax-related interest and penalties as a component of operating expenses. | |||
Off-Balance Sheet Arrangements | Off-Balance Sheet Arrangements | ||
We have no off-balance sheet arrangements. | |||
Emerging Growth Company | Emerging Growth Company | ||
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||
Fair value of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. | |||
Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. | |||
Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: | |||
Level 1 | |||
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1. | |||
Level 2 | |||
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and | |||
Level 3 | |||
Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. | |||
Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. | |||
Advertising | Advertising | ||
Advertising costs are expensed as incurred. | |||
Principles of Consolidation | Principles of Consolidation | ||
Plandaí Biotechnology, Inc. and its subsidiaries, are encompassed in the following entities, which have been consolidated in the accompanying financial statements: | |||
Plandaí Biotechnologies, Inc. | 100% owned by Plandaí Biotechnology, Inc. | ||
Plandaí Biotechnology - Uruguay, SA | 100% owned by Plandaí Biotechnology, Inc. | ||
(Fka: Riversoul, SA) | |||
Phyto Pharmacare, Inc. | 100% owned by Plandaí Biotechnology, Inc. | ||
Dunn Roman Holdings—Africa Ltd | 100% owned by Plandaí Biotechnology, Inc. | ||
Red Gold Biotechnologies (Pty) Ltd. | 100% owned by Dunn Roman Holdings-Africa | ||
Breakwood Trading 22 (Pty) Ltd. | 74% owned by Dunn Roman Holdings-Africa | ||
Green Gold Biotechnologies (Pty) Ltd. | 84% owned by Dunn Roman Holdings-Africa | ||
All intercompany balances have been eliminated in consolidation. | |||
Straight-lining of Lease Obligation | Straight-lining of Lease Obligation | ||
Plandaí’s subsidiaries have two long-term, material leases which either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly cost on the leases and recorded the corresponding difference between the amount actually paid and the amount calculated as a Capitalized Lease Obligation. As of March 31, 2015, the amount of this deferred liability was $1,495,103. | |||
Plandaí’s subsidiary, Dunn Roman Holdings – Africa (Pty) Ltd., executed a sublease on the Bonokado Farm in South Africa to a third party. Bonokado currently farms avocado and macadamia nuts, neither of which factor into the company’s future business model. The lease is for 20 years and includes 24 months of deferred rent while the farm is rehabilitated by the sub-lessor. In accordance with US Generally Accepted Accounting Principles, the Company has calculated a straight-line monthly value attributable to the lease and recorded the corresponding difference between the amount actually paid and the amount calculated as a Lease Receivable in Other Assets. As of March 31, 2015, the amount of this receivable was $79,228 (R 957,335). | |||
Stock-Based Compensation | Stock-Based Compensation | ||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on the security is issued if the completion date is not readily determined. | |||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. | |||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date we enter into an agreement for goods or services, then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, we recognize the equity instruments when they are issued. | |||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, we may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction is recognized in the same period(s) and in the same manner as if we had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. | |||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||
Related Parties | Related Parties | ||
The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||
Pursuant to Section 850-10-20 related parties include (a) affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if that party controls or can significantly influence our management or operating policies to an extent that we might be prevented from fully pursuing our own separate interests. | |||
Material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, are disclosed in our financial statements. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements are not reported in our statements. | |||
Embedded Conversion Features | Embedded Conversion Features | ||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | |||
Derivative Financial Instruments | Derivative Financial Instruments | ||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | |||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below. | |||
Financial Accounting Statement No. 52, Foreign Currency Translation (FAS 52), sets forth the appropriate accounting treatment under U.S. GAAP for companies that consolidate the results of foreign operations denominated in local currencies. FAS 52 requires that all assets and liabilities be translated at the current spot rate at the date of translation. Equity items, other than retained earnings, are translated at the spot rates in effect on each related transaction date. Retained earnings are translated at the weighted-average rate for the relevant year and income statement items are translated at the average rate for the period, except where specific identification is practicable. The resulting adjustment is not recognized in current earnings, but rather as a component of other comprehensive income. The Company adopted FAS 52 in the year ended June 30, 2012 and has chosen US dollars as the local currency. The effect of adopting FAS 52 have been reflected in the accompanying consolidated financial statements. | |||
Statement of Financial Accounting Standards No. 35, Capitalization of Interest Costs, establishes standards for capitalizing interest cost as part of the historical cost of acquiring certain assets. To qualify for interest capitalization, assets must require a period of time to get them ready for their intended use. In the years ended June 30, 2014 and 2013, the Company used debt financing to commence the construction of a manufacturing facility which became operational in December 2014. The company accordingly adopted FAS 35 and capitalized interest associated with the borrowing. | |||
Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements, establishes standards for accounting for non-controlling interest, sometimes called a minority interest, which is that portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. FAS 160 requires that the minority portion of equity and net income/loss from operations of consolidated entities be reflected in the financial statements. The Company previously adopted FAS 160 and has reflected the impact in the accompanying consolidated financial statements. | |||
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition, effective for annual periods ending after December 31, 2016. | |||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |||
Fixed_Assets_Tables
Fixed Assets (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Fixed Assets Tables | |||||||||
Schedule of Fixed Assets | Fixed assets, stated at cost, less accumulated depreciation at March 31, 2015 and June 30, 2014 consisted of the following: | ||||||||
31-Mar-15 | 30-Jun-14 | ||||||||
Equipment | $ | 236,094 | $ | 286,387 | |||||
Furniture | 83,349 | 89,082 | |||||||
Vehicles | 91,638 | 104,675 | |||||||
Factory & Leasehold Improvements | 7,584,216 | 7,071,330 | |||||||
Capitalized Interest | 1,853,500 | 1,590,753 | |||||||
Less: Accumulated Depreciation | (380,472 | ) | (286,468 | ) | |||||
Fixed Assets, net | $ | 9,468,325 | $ | 8,855,759 | |||||
ShortTerm_LongTerm_Debt_Tables
Short-Term & Long-Term Debt (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Short-term Long-term Debt Tables | |||||||||
Schedule of Long Term Debt | As of the dates presented, the long-term loan balances were as follows: | ||||||||
March 31, | June 30, | ||||||||
2015 | 2014 | ||||||||
Loan Principle and Interest - Land Bank | 8,653,700 | 12,221,867 | |||||||
Less: Discount | (585,000 | ) | (585,000 | ) | |||||
8,068,700 | 11,636,867 | ||||||||
Less: Current Portion or Short-Term Debt | (2,400,000 | ) | — | ||||||
Long Term Debt, Net of Discount | $ | 5,668,700 | $ | 11,636,867 | |||||
Warrants_Tables
Warrants (Tables) | 9 Months Ended | |||||
Mar. 31, 2015 | ||||||
Warrants Tables | ||||||
Schedule of Warrants Outstanding | Warrants Outstanding | |||||
Weighted | ||||||
Warrants | Average | Warrants | ||||
Exercisable | Exercise | Remaining | Exercisable | |||
June 30, | Price ($) per | Contractual | Exercised | March 31, | ||
2014 | Share | Life | Warrants | 2015 | ||
5,000,000 | $ 0.01 | 9.0 years | 1,666,666 | 3,333,334 | ||
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Fixed Assets Details | ||
Equipment | $236,094 | $286,387 |
Furniture | 83,349 | 89,082 |
Vehicles | 91,638 | 104,675 |
Factory & Leasehold Improvements | 7,584,216 | 7,071,330 |
Capitalized Interest | 1,853,500 | 1,590,753 |
Less: Accumulated Depreciation | 380,472 | 286,468 |
Fixed Assets, net | $9,468,325 | $8,855,759 |
ShortTerm_LongTerm_Debt_Detail
Short-Term & Long-Term Debt (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||
Less: Current Portion or Short-Term Debt | $7,950,000 | |
Long Term Debt, Net of Discount | 5,668,700 | 11,636,867 |
Loan - Land And Agriculture Bank Of South Africa | ||
Debt Instrument [Line Items] | ||
Loan Principle and Interest - Land Bank | 8,653,700 | 12,221,867 |
Less: Discount | 585,000 | 585,000 |
Long Term Debt, Net of Unamortized Discount | 8,068,700 | 11,636,867 |
Less: Current Portion or Short-Term Debt | -2,400,000 | |
Long Term Debt, Net of Discount | $5,668,700 | $11,636,867 |
Warrants_Details
Warrants (Details) (Warrants, USD $) | 9 Months Ended |
Mar. 31, 2015 | |
Warrants | |
Warrants Exercisable June 30, 2014 | 5,000,000 |
Exercise Price, per Share | $0.01 |
Weighted Average Remaining Contractual Life | 9 years |
Exercised Warrants | 1,666,666 |
Warrants Exercisable March 31, 2015 | 3,333,334 |
Nature_Of_Operations_And_Going2
Nature Of Operations And Going Concern (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended |
Sep. 30, 2011 | Nov. 17, 2011 | |
Diamond Ranch Ltd And Executive Seafood Inc | ||
Restructuring Cost and Reserve [Line Items] | ||
Net loss | $126,000 | |
Excess of liabilities over assets taken over | ($5,000,000) | |
Global Energy Solutions, Inc (GES) | ||
Restructuring Cost and Reserve [Line Items] | ||
Name of acquired entity | Global Energy Solutions, Inc. ("GES"), an Irish corporation | |
No of shares issued to acquire GES | 76,000,000 | |
Percentage of ownership acquired | 100.00% | |
No of shares issued under share exchange | 25,415,300 |
Summary_Of_Accounting_Policies2
Summary Of Accounting Policies (Narrative) (Details) | 9 Months Ended |
Mar. 31, 2015 | |
Plandai Biotechnologies, Inc. | |
Holding by Plandai Biotechnology Inc | 100.00% |
Plandai Biotechnology B Uruguay SA | |
Holding by Plandai Biotechnology Inc | 100.00% |
Phyto Pharmacare, Inc | |
Holding by Plandai Biotechnology Inc | 100.00% |
Dunn Roman Holdings-Africa, Ltd | |
Holding by Plandai Biotechnology Inc | 100.00% |
Red Gold Biotechnologies (Pty) Ltd. | |
Holding by Dunn Roman Holdings-Africa | 100.00% |
Breakwood Trading 22 (Pty) Ltd | |
Holding by Dunn Roman Holdings-Africa | 74.00% |
Green Gold Biotechnologies (Pty) Ltd | |
Holding by Dunn Roman Holdings-Africa | 84.00% |
Warrants | |
Antidilutive securities excluded from computation of earnings per share | 1,629,212 |
Minimum | |
Estimated useful lives of property and equipment | 3 years |
Maximum | |
Estimated useful lives of property and equipment | 5 years |
Acquisition_Of_Red_Gold_Biotec1
Acquisition Of Red Gold Biotechnologies, A Related Party Entity (Narrative) (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 | Jul. 31, 2014 |
Advanced to related party | $426,444 | ||
Roger Duffield (CEO) - Sole Shareholder Of Red Gold Biotechnologies (PTY) Ltd | Loans Receivable | |||
Advanced to related party | $426,444 | ||
Dunn Roman Holdings-Africa, Ltd | |||
Business acquisition percentage | 2.00% | ||
Dunn Roman Holdings-Africa, Ltd | Roger Duffield (CEO) - Sole Shareholder Of Red Gold Biotechnologies (PTY) Ltd | |||
Business acquisition percentage | 100.00% |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||
Apr. 30, 2015 | Jun. 26, 2014 | Aug. 26, 2014 | Sep. 11, 2014 | Nov. 15, 2014 | Dec. 18, 2014 | Dec. 30, 2014 | Feb. 25, 2015 | Mar. 19, 2015 | Nov. 25, 2013 | Feb. 11, 2014 | 15-May-15 | Mar. 31, 2015 | Jun. 30, 2014 | Nov. 25, 2014 | |
Debt Instrument [Line Items] | |||||||||||||||
Accrued interest | $197,758 | $39,505 | |||||||||||||
Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 31-Oct-15 | ||||||||||||||
Promissory Notes Dated June 26, 2014 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 500,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated August 26, 2014 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 800,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated September 11, 2014 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 1,000,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated November 25, 2014 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 500,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated December 18, 2014 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 500,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated December 30, 2014 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 500,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated February 25, 2015 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 150,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated March 19, 2015 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 400,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated November 25, 2013 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 250,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Dated February 11, 2014 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 950,000 | ||||||||||||||
Debt instrument interest rate | 6.00% | ||||||||||||||
Debt instrument maturity date | 30-Jun-15 | ||||||||||||||
Promissory Notes Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | 5,550,000 | ||||||||||||||
Notes payable | 5,500,000 | 1,200,000 | |||||||||||||
Accrued interest | $197,758 | $39,505 | |||||||||||||
Promissory Notes Payable | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument maturity date | 31-Oct-15 |
Convertible_Notes_Payable_Deri1
Convertible Notes Payable & Derivative Liability (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 10 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Aug. 20, 2013 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes | $248,517 | ||||||
Convertible note payable | 18,112 | 18,112 | |||||
Derivative interest expenses | 16,004 | 2,086,436 | 1,758,026 | ||||
Two Convertible Promissory Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | 550,000 | ||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument maturity description | Due and payable six months from the date of issuance. | ||||||
Debt repayment terms | During the first 90 days from issuance, the notes are repayable without incurring any interest charges. | ||||||
Proceeds from convertible notes | 210,000 | ||||||
Debt instrument carrying amount | 18,112 | 18,112 | |||||
Two Convertible Promissory Notes | Restricted Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Stock issued in conversion of debt, value | 18,112 | 205,368 | |||||
Stock issued in conversion of debt, shares | 144,296 | 2,997,035 | |||||
Interest portion of debt converted into shares, value | $6,562 |
Short_Term_LongTerm_Debt_Narra
Short Term & Long-Term Debt (Narrative) (Details) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2012 | Mar. 31, 2015 | Jun. 30, 2012 | Mar. 31, 2015 | Jun. 30, 2012 | |
Restricted Common Stock | Loan - Land And Agriculture Bank Of South Africa | Loan - Land And Agriculture Bank Of South Africa | Loan - Land And Agriculture Bank Of South Africa | Loan - Land And Agriculture Bank Of South Africa | Loan - Land And Agriculture Bank Of South Africa | |
USD ($) | USD ($) | Dunn Roman Holdings-Africa, Ltd | South Africa, Rand | South Africa, Rand | ||
Restricted Common Stock | ZAR | ZAR | ||||
USD ($) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $8,300,000 | 100,000,000 | ||||
Interest rate on loan | Prime plus 0.50 % per annum | |||||
Loan duration | 7 years | |||||
Loans executed through | Green Gold Biotechnologies (Pty) Ltd and Breakwood Trading 22(Pty) Ltd | |||||
Loan description | In addition, the loans have a 25-month “holiday” in which no payments or interest are due until 25 months after the first drawn down of funds. The loans are collateralized by the assets and operations, including the Senteeko lease, agriculture production and receivables of Dunn Roman Holdings, which is the African operating arm of Plandaí. In addition, Dunn Roman Holdings was required to grant a 15% profit share agreement to the Land Bank which extends through the duration of the loan agreements (7 years unless pre-paid). The profit share agreement extends only to profits generated by Dunn Roman Holdings exclusive of operations of Plandaí and outside of South Africa. | The acquired Dunn Roman shares were then provided to third parties in order to comply with the BEE provisions associated with the loan from the Land Bank of South Africa, which required that 15% of Dunn Roman be black owned. The Company has therefore determined to treat the value of the shares issued to acquire the Dunn Roman stock ($585,000) as a cost of securing the financing and recorded as a loan discount which will be amortized over the life of the loan (7 years) commencing June 1, 2015. | ||||
Loan covenants description | By way of loan covenants, the borrowing entities are required to maintain a debt to equity ratio of 1.5:1, interest coverage ratio of 1.5:1, and security coverage ratio of 1:1. | |||||
Shares issued as loan origination fee, shares | 1,629,212 | 1,500,000 | ||||
Shares issued as loan origination fee, value | 585,000 | |||||
Loan repayment terms | As the 25-month holiday in which no payments or interest are due expired in July of 2014. | |||||
Monthly payments towards long term debt | 200,000 | 2,300,000 | ||||
Repayment of long term debt | $1,671,044 | 20,191,725 |
Capitalized_Lease_Obligations_
Capitalized Lease Obligations (Narrative) (Details) | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 |
USD ($) | USD ($) | SubLease On The Bonokado Farm | SubLease On The Bonokado Farm | Dunn Roman Holdings-Africa, Ltd | Senteeko Tea Estate | |
Other Assets | Other Assets | SubLease On The Bonokado Farm | USD ($) | |||
USD ($) | South Africa, Rand | |||||
ZAR | ||||||
Lease terms | Plandaí’s subsidiary, Dunn Roman Holdings – Africa (Pty) Ltd., executed a sublease on the Bonokado Farm in South Africa to a third party. Bonokado currently farms avocado and macadamia nuts, neither of which factor into the company’s future business model. The lease is for 20 years and includes 24 months of deferred rent while the farm is rehabilitated by the sub-lessor. | Plandaí’s subsidiaries have two long-term, material leases which either have escalating terms or included several months of “free” rent, including the 49-year notarial lease for the Senteeko Tea Estate. | ||||
Capitalized Lease Obligation | $1,495,103 | $1,358,982 | $1,495,104 | |||
Lease receivable | $79,228 | 957,335 |
Contingent_Liability_Narrative
Contingent Liability (Narrative) (Details) (License With North-West University, South Africa) | 0 Months Ended | ||
Aug. 30, 2013 | Mar. 31, 2015 | Aug. 30, 2013 | |
USD ($) | South Africa, Rand | South Africa, Rand | |
ZAR | ZAR | ||
Other Commitments [Line Items] | |||
License agreement description | Under the terms of the license, Plandaí will pay a royalty of 2% of net sales of all product that incorporates the Pheroid technology | ||
Minimum annual payment | $1,700 | 20,000 | 20,000 |
Other_Income_Narrative_Details
Other Income (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income received from CRS under the settlement agreement | $12,765 | $777,724 | ||
Income from insurance claim on damaged equipment | 13,338 | |||
Dunn Roman Holdings-Africa, Ltd | ||||
Settlement agreement description | Other income consists of monies paid from CRS Technologies as part of a settlement agreement resulting from delays in completing the Senteeko factory in South Africa. The Company, through its subsidiary Dunn Roman Holdings – Africa, contracted CRS to construct the tea and citrus extraction facility. Due to several delays, CRS agreed to pay a penalty of $2,000,000, which is being treated as Other Income as received. | |||
Income received from CRS under the settlement agreement | $764,386 |
Common_Stock_Narrative_Details
Common Stock (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 01, 2013 | Jun. 30, 2014 | |
Stock subscritption payable | $1,480,007 | ||
Three Agreements With Two Officers And One Consultant | |||
Stock subscritption payable | 0 | 1,480,007 | |
Dunn Roman Holdings-Africa, Ltd | |||
Percentage of ownership acquired | 2.00% | ||
Warrants | |||
Strike price | $0.01 | ||
Restricted Common Stock | |||
Total shares issued during the period | 9,536,308 | ||
Shares issued for cash, shares | 1,298,400 | ||
Shares issued for cash, value | 286,700 | ||
Shares issued for services, shares | 26,369,400 | ||
Shares issued for services, value | 5,971,536 | ||
Shares issued to the execution of warrants, shares | 1,629,212 | ||
Restricted Common Stock | Dunn Roman Holdings-Africa, Ltd | |||
Shares issued for acquisition, shares | 70,000 | ||
Restricted Common Stock | Two Convertible Promissory Notes | |||
Shares issued in conversion of debt, value | $24,674 | ||
Common Stock | Three Agreements With Two Officers And One Consultant | |||
Agrrement terms | Pursuant to three agreements executed on March 1, 2013 by the Company with two of its officers and one consultant, the Company is obligated to issue 4,000,000 common shares at the end of each completed year for services rendered to the Company. |
Warrants_Narrative_Details
Warrants (Narrative) (Details) (License Agreement - Diego Pellicer, Inc., USD $) | 0 Months Ended |
Jan. 28, 2014 | |
Loss on impairment of license | $5,705,022 |
Warrants | |
Warrants issued for license agreement, shares | 5,000,000 |
Purchase price, per share | $0.01 |
Closing price of common stock, per share | $1.15 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (Subsequent Event, USD $) | 1 Months Ended |
Apr. 30, 2015 | |
Subsequent Event | |
Subsequent Event [Line Items] | |
Termination of consulting contract description | In April 2015, the Company terminated a 5-year consulting contract with an individual who performed various operational and financial functions. As a result of this transaction, the Company was obligated to issue 3,500,000 shares of common stock pursuant to the early termination clause of the contract. |
Proceeds from unrelated third party debt | $500,000 |
Debt instrument maturity date | 31-Oct-15 |
Debt instrument interest rate | 6.00% |