Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Banjo & Matilda, Inc. | |
Entity Central Index Key | 1,481,504 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 58,823,116 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 114,285 | $ 362,668 |
Trade receivables, net | 162,609 | 180,289 |
Inventory, net | 133,830 | 174,792 |
Deposit on purchases | 171,370 | 357,804 |
Other assets | 70,983 | 5,550 |
TOTAL CURRENT ASSETS | 653,077 | 1,081,103 |
NON-CURRENT ASSETS | ||
Intangible assets, net | 41,640 | 45,011 |
Deferred financing costs, net | 39,257 | 47,107 |
Other receivable | 66,952 | |
Property, plant and equipment, net | 13,288 | 12,139 |
TOTAL NON-CURRENT ASSETS | 94,185 | 171,208 |
TOTAL ASSETS | 747,262 | 1,252,311 |
CURRENT LIABILITIES | ||
Trade and other payables | 611,474 | 633,394 |
Deposit payable | 1,159 | 1,159 |
Trade financing | 649,502 | 779,653 |
Accrued interest | 128,174 | 69,824 |
Loan payable | 239,369 | 229,288 |
Loan from related parties | 143,422 | 217,855 |
Convertible loan from related party (net of discount) | 257,835 | |
TOTAL CURRENT LIABILITIES | 2,030,934 | 1,931,172 |
NON-CURRENT LIABILITIES | ||
Loans payable (net of related discount) (net of current portion) | 407,645 | 563,357 |
Convertible loan from related party (net of discount) (net of current portion) | 121,756 | |
TOTAL NON-CURRENT LIABILITIES | 529,401 | 563,357 |
TOTAL LIABILITIES | 2,560,335 | 2,494,529 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized and 1,000,000 shares issued and outstanding, respectively | 10 | 10 |
Common stock, $0.00001 par value, 100,000,000 shares authorized and 58,823,116 and 58,323,116 shares issued and outstanding, respectively | 588 | 583 |
Additional paid-in capital | 1,591,051 | 1,759,187 |
Other accumulated comprehensive gain | 100,007 | 100,007 |
Accumulated deficit | (3,504,729) | (3,102,005) |
TOTAL STOCKHOLDERS' DEFICIT | (1,813,073) | (1,242,219) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 747,262 | $ 1,252,311 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Jun. 30, 2015 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 58,823,116 | 58,323,116 |
Common stock, shares outstanding | 58,823,116 | 58,323,116 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidated Statements Of Operations And Comprehensive Loss Income | ||||
Revenue | $ 732,063 | $ 1,038,418 | $ 1,612,367 | $ 1,785,181 |
Cost of sales | 517,152 | 581,999 | 1,088,959 | 993,732 |
Gross profit | 214,911 | 456,419 | 523,408 | 791,449 |
Payroll and employee related expenses | 131,688 | 193,226 | 393,653 | 365,630 |
Operating expense | 42,725 | 123,110 | 105,445 | 177,658 |
Marketing expense | 23,501 | 41,454 | 91,921 | 147,246 |
Samples & design expense | 7,466 | 44,069 | ||
Occupancy expense | 23,350 | 11,398 | 36,715 | 24,637 |
Depreciation and amortization expense | 2,291 | 3,020 | 4,556 | 6,289 |
Finance charges | 12,299 | 52,872 | 27,680 | 93,623 |
Corporate and public company expense | 40,898 | 61,333 | 73,285 | 97,872 |
Total | 284,219 | 486,413 | 777,325 | 912,955 |
Loss from operations | (69,307) | (29,994) | (253,916) | (121,506) |
Other Income (Expense) | ||||
Other income | (9,846) | 2,832 | ||
Amortization of debt discount | (18,093) | (36,187) | ||
Interest expense | (52,120) | (48,638) | (115,453) | (94,817) |
Total Other Expense | (80,059) | (48,638) | (148,808) | (94,817) |
Loss before income tax | (149,366) | (78,632) | (402,724) | (216,323) |
Provision for income taxes | ||||
Net Loss | (149,366) | (78,632) | (402,724) | (216,323) |
Other comprehensive income | ||||
Foreign currency translation | 18,548 | 13,124 | ||
Comprehensive loss | $ (149,366) | $ (60,084) | $ (402,724) | $ (203,199) |
Net loss per share | ||||
Basic | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding: | ||||
Basic | 58,823,116 | 31,790,918 | 58,722,023 | 29,493,137 |
Diluted | 58,823,116 | 31,790,918 | 58,722,023 | 29,493,137 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidated Statements Of Cash Flows | ||
Net loss | $ (402,724) | $ (216,323) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 1,185 | 2,003 |
Amortization | 3,371 | 4,286 |
Effect of exchange rate changes on cash and cash equivalents | 23,619 | |
AR allowance | 873 | |
Shares issued in exchange for services | 14,878 | |
Debt discount amortization | 36,187 | |
Amortization of deferred finance fee | 7,851 | |
(Increase) / decrease in assets: | ||
Trade receivables | 16,808 | (296,032) |
Inventory | 40,962 | (151,707) |
Deposit on Purchases | 186,434 | |
Other assets | (65,433) | 6,429 |
Other receivable | 66,952 | 23,529 |
Increase/ (decrease) in current liabilities: | ||
Trade payables and other liabilities | 5,203 | 247,716 |
Accrued interest | 58,350 | 81,265 |
Deposits payable | (2,408) | |
Net cash provided by (used in) operating activities | (43,982) | (262,745) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (2,334) | (2,764) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of stock | 44,770 | |
Net proceeds (payments) on related party loan | 268,970 | (120,385) |
Net loan proceeds | (340,886) | (38,205) |
Net trade financing | (130,151) | 357,094 |
Net cash provided by (used in) financing activities | (202,067) | 243,274 |
Net increase (decrease) in cash and cash equivalents | (248,383) | (22,235) |
Cash and cash equivalents at the beginning of the period | 11,132 | 33,367 |
Cash and cash equivalents at the end of the period | (237,251) | 11,132 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid during the year for : Income tax payments | ||
Cash paid during the year for : Interest payments | 64,953 | 229,033 |
SUPPLEMENTAL DISCLOSURES FOR NON CASH: FINANCING AND INVESTING ACTIVITIES | ||
Debt converted to equity | $ 27,123 | $ 97,800 |
BASIS OF PRESENTATION AND ORGAN
BASIS OF PRESENTATION AND ORGANIZATION | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 1- BASIS OF PRESENTATION AND ORGANIZATION | All currencies represented in the notes to the condensed consolidated financial statements are in United States Dollars (USD) unless specified as AUD (Australian Dollars). Banjo and Matilda, Inc. was incorporated in Nevada on December 18, 2009 under the name Eastern World Group, Inc. On September 24, 2013, its name was changed to Banjo & Matilda, Inc. On November 14, 2013, Banjo & Matilda, Inc., entered into a Share Exchange Agreement (the "Exchange Agreement") with Banjo & Matilda, Pty Ltd., a corporation formed under the laws of Australia (the "Company") and the shareholders of the Company. Pursuant to the Exchange Agreement, at the closing of the transaction contemplated thereunder (the "Transaction"), the Company became a wholly-owned subsidiary of Banjo & Matilda, Inc. Banjo & Matilda Pty Ltd. was incorporated under the laws of Australia on May 27, 2009 and manufactures and sells cashmere fashion. Headquartered at Bondi Beach, the Aussie lifestyle of sun, sand and surf resonates innately with this label and its philosophy of low maintenance, style and comfort. Banjo & Matilda USA, Inc. was incorporated in the State of Delaware on October 14, 2013 and is owned 100% by Banjo & Matilda, Inc. The ultra-soft cashmere staples, pairing simplicity with cool sophistication has rapidly gained loyal customers worldwide positioning the label as the 'go-to' for contemporary cashmere products. Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Banjo & Matilda Pty Ltd. for the net monetary assets of the Banjo & Matilda, Inc. accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under share reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Banjo & Matilda, Inc. are those of the legal acquiree, Banjo & Matilda Pty Ltd., which is considered to be the accounting acquirer. Share and per share amounts stated have been retroactively adjusted to reflect the merger. As a result of the exchange agreement, the reorganization was treated as an acquisition by the accounting acquiree that is being accounted for as a recapitalization and as a reverse merger by the legal acquirer for accounting purposes. Pursuant to the recapitalization, all capital stock shares and amounts and per share data have been retroactively restated. Accordingly, the financial statements include the following: (1) The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the legal acquirer at fair value. (2) The statements of operations include the operations of the accounting acquirer for the period presented and the operations of the legal acquirer from the date of the merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America ("US GAAP"). Principles of Consolidation The consolidated financial statements include the accounts of Banjo & Matilda, Inc. ("Banjo" or "the Company") and its wholly owned subsidiaries Banjo & Matilda Pty Ltd. and Banjo & Matilda USA, Inc., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. Exchange Gain (Loss) During the six-month period ended December 31, 2015, the transactions of the Company were denominated in US Dollars. Some transactions were denominated in AUD and British pounds for the sales made outside US and for rent paid for the Australian store. Such transactions were converted to US$ on the date of transaction and the exchange gains or losses were recorded in the statement of operations. During the six-month period ended December 31, 2014, the transactions of the Company were denominated in foreign currency and were recorded in Australian dollar (AUD) at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled. Foreign Currency Translation and Comprehensive Income (Loss) During the six-month period ended December 31, 2015, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US$ on the date of settlement and the exchange gains and losses were recorded in the statement of operations. No change was recorded in the comprehensive income (loss). During the three-month period ended September 30, 2014, the accounts of the Company were maintained, and its financial statements were expressed, in AUD. Such financial statements were translated into USD with the AUD as the functional currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholder's equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders' equity. There were no significant fluctuations in the exchange rate for the conversion of AUD to USD after the balance sheet date. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets. Reportable Segment The Company has one reportable segment. The Company's activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Cost of Sales Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product sampling. Operating Overhead Expense Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel. Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At December 31, 2015 and 2014, the Company had not taken any significant uncertain tax positions on its tax returns for periods ended December 31, 2015 and prior years or in computing its tax provision for 2015. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from the period ended June 30, 2012 to the present, generally for three years after they are filed. The Company has been behind in filing its payroll tax returns and sales tax returns. The Company has recorded $1,580 as penalties for the late payment of taxes in the accompanying financials. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base across many markets, predominantly Australia, United States of America, United Kingdom, Europe and the Middle East. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets. Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. Cash and Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At December 31, 2015 and June 30, 2015, the Company had $114,285 and $362,668 in cash in Australia and in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. Allowance for Doubtful Accounts The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The allowances for doubtful accounts as of December 31, 2015 and June 30, 2015 are $147,870 and $140,870 respectively. Inventory Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of December 31, 2015 and June 30, 2015, the Company had outstanding balances of Finished Goods Inventory of $133,830 and $174,792 respectively. Property, Plant & Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three to 10 years; computer equipment, two to three years; buildings and improvements, five to 15 years; leasehold improvements, two to 10 years; and furniture and equipment, one to five years. As of December 31, 2015 and June 30, 2015, Plant and Equipment consisted of the following: December 31, 2015 June 30, 2015 Property, plant & equipment $ 31,378 $ 29,044 Accumulated depreciation $ (18,090 ) $ (16,905 ) $ 13,288 $ 12,139 Depreciation was $1,185 and $2,003 for the three-month periods ended December 31, 2015 and 2014, respectively. Depreciation was $605 and $1,311 for the three-month periods ended December 31, 2015 and 2014, respectively. Fair Value of Financial Instruments For certain of the Company's financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities from Equity," and ASC 815. As of December 31, 2015 and June 30, 2015, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value. Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). The following table sets for the computation of basic and diluted earnings per share for three and six month periods ended December 31, 2015 and 2014: Three month periods ended Six month periods ended December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014 Basic and diluted Net loss $ (149,366 ) $ (78,632 ) $ (402,724 ) $ (216,323 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Diluted $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Weighted average number of shares outstanding: Basic & diluted 58,823,116 31,790,918 58,722,023 29,493,137 Intangible Assets The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset. Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 10 years. No events or changes in circumstances indicate that impairment existed as of December 31, 2015. Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $3,504,729 as of December 31, 2015. The Company also incurred net losses of $402,724 and $216,323 for the six-month periods ended December 31, 2015 and 2014, respectively and had negative working capital for the six-month periods ended December 31, 2015 and 2014. To date, these losses and deficiencies have been financed principally through the loans from related parties and from third parties. In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors. Subsequent to the period ended December 31, 2015, the Company entered into an equity line funding agreement with Spider Investments, LLC to sell up to $1,500,000 of our common stock, subject to certain terms and conditions some of which are out of our control, including the (i) filing and obtaining effectiveness of a registration statement registering the issuance of our shares of common stock under the Act to be issued pursuant to the equity line and (ii) certain volume and other trading conditions of our common stock. The Company plans to file the registration statement and to obtain effectiveness thereof as soon as practicable. Recently Issued Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance simplifies accounting for share-based payments, most notably by requiring all excess tax benefits and tax deficiencies to be recorded as income tax benefits or expense in the income statement and by allowing entities to recognize forfeitures of awards when they occur. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and may be adopted prospectively or retroactively. The Company is currently evaluating the impact the adoption of this standard would have on its financial condition, results of operations and cash flows. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant effect on its consolidated financial statements. There were no other new accounting pronouncements during the six-month period ended December 31, 2015 that we believe would have a material impact on our financial position or results of operations. Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
TRADE RECEIVABLES
TRADE RECEIVABLES | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 3 - TRADE RECEIVABLES | Trade receivables consist principally of accounts receivable from sales to small to medium sized businesses, principally in Australia, Europe and the United States. Trade receivables are recorded at the invoiced amount and net of allowances for doubtful accounts. The allowance for doubtful accounts represents management's estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. The assessment includes actually incurred historical data as well as current economic conditions. Account balances are written off against the allowance when management determines the receivable is uncollectible. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the consolidated entity or parent entity will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. Trade receivables that are past their normal payment terms are overdue and once 60 days past due are considered delinquent. Minimum payment terms vary by product. The maximum payment term for all products is 90 days. All trade receivables that are overdue are individually assessed for impairment. The allowances for doubtful accounts as of December 31, 2015 and June 30, 2015 are $147,870 and $140,870 respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 4 - INTANGIBLE ASSETS | Intangible assets consist of the following as of December 31, 2015 and June 30, 2015: December 31, June 30, 2015 2015 Website $ 60,781 $ 60,781 Accumulated amortization $ (19,141 ) $ (15,770 ) $ 41,640 $ 45,011 The intangible assets are amortized over 1 to 10 years. Amortization expense was $3,371 and $4,286 for the six-month periods ended December 31, 2015 and 2014 respectively Amortization expense was $1,685 and $1,709 for the three-month periods ended December 31, 2015 and 2014 respectively. |
TRADE AND OTHER PAYABLES
TRADE AND OTHER PAYABLES | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 5 - TRADE AND OTHER PAYABLES | As of December 31, 2015 and June 30, 2015, trade and other payable are comprised of the following: December 31, 2015 June 30, 2015 Trade payable $ 371,575 $ 463,107 Payroll payable $ 13,561 $ 91,018 Payroll taxes $ 109,017 $ - Employee benefits $ 82,671 $ 82,671 Other liabilities $ 34,650 $ (3,402 ) $ 611,474 $ 633,394 |
TRADE FINANCING
TRADE FINANCING | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 6 - TRADE FINANCING | The Company has a trade financing agreement with a financial institution in Australia at an interest rate of 20.95% per annum. The amount is to be paid through application of its EMDG grant and up to 25% of the Company's store sales in Australia. All of the amounts referenced are in Australian dollars. As of December 31, 2015 and June 30, 2015, the Company had outstanding balances of USD $89,950 and $112,436, respectively. On August 14, 2014, the Company entered into a trade finance agreement with an entity in the United States with a total maximum facility of $1,500,000 based on $1,000,000 towards sales invoiced and $500,000 towards purchase order financing. As of December 31, 2015 and June 30, 2015, the Company had an outstanding balance of $559,552 and $646,078, respectively. On November 20, 2014, the Company entered into a new retail trade finance agreement with an entity in Australia for AUD $75,000 with 100 equal payments of AUD $871.80 daily. As of September 30, 2015 and June 30, 2015, the Company had outstanding balances of USD $0 and USD $21,139 (AUD $27,500), respectively. |
LOANS
LOANS | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 7 - LOANS | In December 2013, the Company entered into a short-term loan arrangement in the amount of $100,000 with an individual. Terms of the note require interest payment of $5,000 on the repayment date, 30 days after the note date. If not repaid at that time, interest will accrue at the rate of $166 per day until the note is repaid. The outstanding balance as of December 31, 2015 and as of June 30, 2015 was $100,000 and $100,000 respectively. During the six-month periods ended December 31, 2015 and 2014, the Company recorded an interest of $30,046 and $7,386, respectively, on the note. During the three-month periods ended December 31, 2015 and 2014, the Company recorded an interest of $14,940 and $14,772, respectively, on the note. In May 2014 and July 2014, the Company entered into two convertible loan agreements in the amount of $72,800 each. Interest accrued at the rate of 8% per annum. Loan and accrued interest were due in February 2015 and April 2015. The loans may be converted into common stock of the Company at any time by the election of the lender at a predetermined conversion price. During the quarter ended March 31, 2015, $72,800 was converted into 2,402,141 shares and $20,000 was converted into 943,396 shares. The remaining loan balance plus accrued interest was repaid during the quarter ended March 31, 2015. The outstanding balance as of December 31, 2015 and as of June 30, 2015 was $0. From May 2014 to September 2015, the Company entered into several convertible loan agreements with a lender aggregating in the amount of $121,500. The notes bear interest at 6% per annum and are due and payable six months from the date of each note. The loans may be converted into common stock at any time by the election of the lender after a period of six months at a predetermined conversion price. The outstanding balance as of December 31, 2015 and as of June 30, 2015 was $131,500 and $121,500 respectively. The Company accrued interest of $3,945 and $0 during the three-month periods ended December 31, 2015 and 2014, respectively. The Company accrued interest of $2,122 and $0 during the three-month periods ended December 31, 2015 and 2014, respectively. In December 2014, the Company entered into a loan agreement in the amount of $10,000 AUD with an individual in Australia. The note was repaid in full in July 2015. In June 2015, the Company entered into a secured promissory note in the amount of $500,000 with a Delaware statutory trust. The note bears interest at the rate of 18% per annum and is due or before July 1, 2017. The note has various covenants attached including one in which all credit card receipts are to be swept into an account which will fund payments on the note that are not in excess of the minimum quarterly payments required. As a condition of the note, an affiliate of the lender was granted a warrant to purchase 6,000,000 shares of the common stock of Banjo & Matilda, Inc. at a price of $.08 in whole or in part. The outstanding balance as of December 31, 2015, net of related discount, was $415,208. The Company determined that the fair value of the warrants using the Black – Scholes model with the variable listed below: · Volatility: 329% · Risk free rate of return: 0.67% · Expected term: 2.04 years In connection with the issuance of the above notes, the Company recorded a note discount of $115,274. The Company amortized $28,470 and $0, of the note discount during the six-month periods ended December 31, 2015 and 2014, respectively. The Company amortized $14,235 and $0, of the note discount during the three-month periods ended December 31, 2015 and 2014, respectively. The Company recorded an interest of $36,721 and $0, on the note during the six-month periods ended December 31, 2015 and 2014, respectively. The Company recorded an interest of $14,622 and $0, on the note during the three-month periods ended December 31, 2015 and 2014, respectively. Subsequent to the period, on February 5, 2016, the Company signed an amendment to the secured promissory note extending the maturity date by one year to July 17, 2018. Related Party Payable The Company had several note agreements with a shareholder aggregating to AUD $370,000 plus interest. The notes had interest rates varying from 6% to 15% per annum. In March 2015, the outstanding balance and accrued interest was refinanced by a AUD526,272 convertible note. The Convertible Note bears interest at the rate of 18% per annum and is due on or before April 30, 2017. The interest portion of the note shall be paid weekly starting in April 2015. Principle payments of $9,929 AUD weekly are to commence in April 2016. All or any portion of the principal amount of the Convertible Note and all accrued interest is convertible at the option of the holder into common stock of the Company at a conversion price of five cents ($0.05) per share, subject to various standard provisions. The outstanding balance as of December 31, 2015 and June 30, 2015, net of related discount, was USD $379,591 and $217,855, respectively. The Company determined the fair value of the convertible note of $80,909 using the intrinsic value method. The Company recorded an amortization of the debt discount of $7,717 and $0, during the six-month period ended December 31, 2015 and 2014, respectively. The Company recorded an amortization of the debt discount of $3,858 and $0, during the three-month period ended December 31, 2015 and 2014, respectively. During the six-month periods ended December 31, 2015 and 2014, the Company recorded an interest of $34,227 and $0, respectively, on the note. During the three-month periods ended December 31, 2015 and 2014, the Company recorded an interest of $17,049 and $0, respectively, on the note. The Company has liabilities payable in the amount of $143,422 and $217,855 to shareholders and officers of the Company as of December 31, 2015 and June 30, 2015, respectively. The note bears interest at the rate of 3% per annum and was due on or before June 30, 2014. The outstanding balance, including accrued interest, may be converted into common shares of Banjo & Matilda, Inc. at a pre-determined rate. The Company has granted the Lenders a security interest in the intellectual property of the Borrower. Scheduled principal payments on loans are as follow; Year ending December 31, Loan 1 Loan 2 Loan 3 Loan 4 Loan 5 Total 2016 $ 100,000 $ 131,806 $ 9,107 $ 274,786 $ 143,422 $ 659,121 2017 $ - $ - $ 490,893 $ 129,759 $ - $ 620,652 $ 100,000 $ 131,806 $ 500,000 $ 404,545 $ 143,422 $ 1,279,773 |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 8 - COMMITMENTS | The Company leases commercial space in Sydney, Australia that serves as its flagship as well as a retail store. We lease approximately 2,500 square feet of space pursuant to a three-year lease agreement which expired in October 2014. After expiration, the lease converted to a month-to-month basis. The annual rent for the premises is AUD $57,200. The Company also leases space on an as needed basis in Santa Monica, California that serves as its corporate headquarters. For the six-month periods ended December 31, 2015 and 2014 the aggregate rental expense was $36,715 and $24,637, respectively. For the three-month periods ended December 31, 2015 and 2014 the aggregate rental expense was $23,350 and $11,398, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 9 - INCOME TAXES | Based on the available information and other factors, management believes it is more likely than not that the net deferred tax assets at, December 31, 2015 and June 30, 2015 will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets at, December 31, 2015 and June 30, 2015. At December 31, 2015 and June 30, 2015, the Company had federal net operating loss carry-forwards of approximately $3,340,000 and $2,555,000, respectively, expiring beginning in 2032. Deferred tax assets consist of the following components: December 31, June 30, 2015 2015 Net loss carryforward $ 1,030,000 $ 767,000 Valuation allowance $ (1,030,000 ) $ (767,000 ) Total deferred tax assets $ - $ - |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 10 - STOCKHOLDERS' EQUITY | Common Stock On July 24, 2014, the Company agreed to issue 55,200 shares of the Company stock for $13,800 or $0.25 per share to an individual investor. On October 28, 2014, the Company agreed to issue 5,833,333 shares of the Company stock to the original shareholders of Banjo & Matilda Pty Ltd related to the merger and reorganization based on the original agreement. On October 28, 2014, the Company agreed to issue 92,593 shares of common stock to an individual for compensation from Banjo Australia. The shares were valued at $15,339 or approximately $0.17 per share. On November 3, 2014, the Company issued 25,000 shares of common stock to an individual in exchange for interest expense. The shares were valued at $5,000 or $.25 per share. During the quarter ended March 31, 2015, the Company agreed to convert $92,800 of convertible debt for 3,345,537 shares of common stock at prices from $0.02 to $0.0901 per share to a corporate investor. During the quarter ended March 31, 2015, the Company agreed to issue 400,000 shares of the Company stock for $60,000 or $0.15 per share to a company for consulting services. The terms of the service agreement is from January 1, 2015 to June 1, 2015. As of June 30, 2015, the Company recognized consulting expense of $60,000. During the first and second quarter of 2015, the Company agreed to issue 21,039,970 shares of the Company stock for $450,799 or approximately $0.02 per share to five investors. During the fiscal year ended June 30, 2015, the Company voided 475,000 shares of the Company stock for the value of $95,000. The shares were originally considered converted from debt when they were in fact not converted. The debt is still outstanding. During the six-month period ended December 31, 2015, the Company issued 500,000 shares of the CompanyÂ’s common stock for settlement of an outstanding vendor balance amounting to USD $27,123. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 11 - RELATED PARTY TRANSACTIONS | During the six-month period ended December 31, 2015, the Company paid $14,076 as compensation to the mother of the CEO. During the six-month period ended December 31, 2015, the Company accrued interest of $14,149 on a loan owed to the CEO of the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 12 - SUBSEQUENT EVENTS | Subsequent to the period ended December 31, 2015, on November 2, 2016, the Company entered into a merchant agreement with a capital funding group for $47,250. Pursuant to the agreement, the Company cannot obtain future financing by selling receivables without consent from the lender. The Merchant holds a security interest in all accounts and proceeds. Subsequent to the period ended December 31, 2015, on November 3, 2016, the Company entered into a payments rights purchase and sale agreement for $72,500. Subsequent to the period, on February 5, 2016, The Company signed an amendment to the secured promissory note of $500,000, extending the maturity date by one year to July 17, 2018. The amendment changed the terms of the credit card receipts used to fund payments required by the note. The amendment also cancelled the warrants to purchase 6,000,000 shares at a price of $0.08. New warrants were granted to purchase 6,000,000 shares at $0.05 per share and to purchase 2,000,000 shares at $0.02 per share. The Company determined the fair value of the warrants using the Black – Scholes model and recorded the additional value of $87,553 for the modified warrants. The variables used for the Black –Scholes model are as listed below: · Volatility: 123% · Risk free rate of return: 1.26% · Expected term: 5 years Subsequent to the period, on October 27, 2015, the Company entered into a convertible loan agreement in the amount of $41,000 with a lender with whom they have several other loans. The note bears interest at 6% per annum and is due and payable in six months. The loan may be converted into common stock at any time by the election of the lender after a period of six months at a predetermined conversion price. Subsequent to the period, on November 29, 2016, the Company entered into a consignment agreement. It is a platform for funding advance inventory production. This facility allowed the Company to fund manufacturing with a consignment facility which pegs repayment to the sales of inventory. Subsequent to the period ended December 31, 2015, the Company entered into an equity line funding agreement with Spider Investments, LLC to sell up to $1,500,000 of our common stock, subject to certain terms and conditions some of which are out of our control, including the (i) filing and obtaining effectiveness of a registration statement registering the issuance of our shares of common stock under the Act to be issued pursuant to the equity line and (ii) certain volume and other trading conditions of our common stock. The Company plans to file the registration statement within 30 days from the date hereof and to obtain effectiveness thereof as soon as practicable. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America ("US GAAP"). |
Principles of Consolidation | The consolidated financial statements include the accounts of Banjo & Matilda, Inc. ("Banjo" or "the Company") and its wholly owned subsidiaries Banjo & Matilda Pty Ltd. and Banjo & Matilda USA, Inc., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. |
Exchange Gain (Loss) | During the six-month period ended December 31, 2015, the transactions of the Company were denominated in US Dollars. Some transactions were denominated in AUD and British pounds for the sales made outside US and for rent paid for the Australian store. Such transactions were converted to US$ on the date of transaction and the exchange gains or losses were recorded in the statement of operations. During the six-month period ended December 31, 2014, the transactions of the Company were denominated in foreign currency and were recorded in Australian dollar (AUD) at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled. |
Foreign Currency Translation and Comprehensive Income (Loss) | During the six-month period ended December 31, 2015, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US$ on the date of settlement and the exchange gains and losses were recorded in the statement of operations. No change was recorded in the comprehensive income (loss). During the three-month period ended September 30, 2014, the accounts of the Company were maintained, and its financial statements were expressed, in AUD. Such financial statements were translated into USD with the AUD as the functional currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholder's equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders' equity. There were no significant fluctuations in the exchange rate for the conversion of AUD to USD after the balance sheet date. |
Use of Estimates | The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets. |
Reportable Segment | The Company has one reportable segment. The Company's activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business. |
Revenue Recognition | Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. |
Cost of Sales | Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product sampling. |
Operating Overhead Expense | Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel. |
Income Taxes | The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At December 31, 2015 and 2014, the Company had not taken any significant uncertain tax positions on its tax returns for periods ended December 31, 2015 and prior years or in computing its tax provision for 2015. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from the period ended June 30, 2012 to the present, generally for three years after they are filed. The Company has been behind in filing its payroll tax returns and sales tax returns. The Company has recorded $1,580 as penalties for the late payment of taxes in the accompanying financials. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base across many markets, predominantly Australia, United States of America, United Kingdom, Europe and the Middle East. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. |
Risks and Uncertainties | The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets. |
Contingencies | Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
Cash and Equivalents | Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At December 31, 2015 and June 30, 2015, the Company had $114,285 and $362,668 in cash in Australia and in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. |
Allowance for Doubtful Accounts | The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The allowances for doubtful accounts as of December 31, 2015 and June 30, 2015 are $147,870 and $140,870 respectively. |
Inventory | Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of December 31, 2015 and June 30, 2015, the Company had outstanding balances of Finished Goods Inventory of $133,830 and $174,792 respectively. |
Property, Plant & Equipment | Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three to 10 years; computer equipment, two to three years; buildings and improvements, five to 15 years; leasehold improvements, two to 10 years; and furniture and equipment, one to five years. As of December 31, 2015 and June 30, 2015, Plant and Equipment consisted of the following: December 31, 2015 June 30, 2015 Property, plant & equipment $ 31,378 $ 29,044 Accumulated depreciation $ (18,090 ) $ (16,905 ) $ 13,288 $ 12,139 Depreciation was $1,185 and $2,003 for the three-month periods ended December 31, 2015 and 2014, respectively. Depreciation was $605 and $1,311 for the three-month periods ended December 31, 2015 and 2014, respectively. |
Fair Value of Financial Instruments | For certain of the Company's financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities from Equity," and ASC 815. As of December 31, 2015 and June 30, 2015, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value. |
Earnings Per Share (EPS) | Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). The following table sets for the computation of basic and diluted earnings per share for three and six month periods ended December 31, 2015 and 2014: Three month periods ended Six month periods ended December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014 Basic and diluted Net loss $ (149,366 ) $ (78,632 ) $ (402,724 ) $ (216,323 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Diluted $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Weighted average number of shares outstanding: Basic & diluted 58,823,116 31,790,918 58,722,023 29,493,137 |
Intangible Assets | The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset. Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 10 years. No events or changes in circumstances indicate that impairment existed as of December 31, 2015. |
Going Concern | The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $3,504,729 as of December 31, 2015. The Company also incurred net losses of $402,724 and $216,323 for the six-month periods ended December 31, 2015 and 2014, respectively and had negative working capital for the six-month periods ended December 31, 2015 and 2014. To date, these losses and deficiencies have been financed principally through the loans from related parties and from third parties. In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors. Subsequent to the period ended December 31, 2015, the Company entered into an equity line funding agreement with Spider Investments, LLC to sell up to $1,500,000 of our common stock, subject to certain terms and conditions some of which are out of our control, including the (i) filing and obtaining effectiveness of a registration statement registering the issuance of our shares of common stock under the Act to be issued pursuant to the equity line and (ii) certain volume and other trading conditions of our common stock. The Company plans to file the registration statement and to obtain effectiveness thereof as soon as practicable. |
Recently Issued Accounting Pronouncements | In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance simplifies accounting for share-based payments, most notably by requiring all excess tax benefits and tax deficiencies to be recorded as income tax benefits or expense in the income statement and by allowing entities to recognize forfeitures of awards when they occur. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and may be adopted prospectively or retroactively. The Company is currently evaluating the impact the adoption of this standard would have on its financial condition, results of operations and cash flows. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant effect on its consolidated financial statements. There were no other new accounting pronouncements during the six-month period ended December 31, 2015 that we believe would have a material impact on our financial position or results of operations. |
Reclassification | Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Summary of Plant and Equipment | As of December 31, 2015 and June 30, 2015, Plant and Equipment consisted of the following: December 31, 2015 June 30, 2015 Property, plant & equipment $ 31,378 $ 29,044 Accumulated depreciation $ (18,090 ) $ (16,905 ) $ 13,288 $ 12,139 |
Computation of basic and diluted earnings per share | The following table sets for the computation of basic and diluted earnings per share for three and six month periods ended December 31, 2015 and 2014: Three month periods ended Six month periods ended December 31, 2015 December 31, 2014 December 31, 2015 December 31, 2014 Basic and diluted Net loss $ (149,366 ) $ (78,632 ) $ (402,724 ) $ (216,323 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Diluted $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Weighted average number of shares outstanding: Basic & diluted 58,823,116 31,790,918 58,722,023 29,493,137 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Tables | |
Summary of intangible assets | Intangible assets consist of the following as of December 31, 2015 and June 30, 2015: December 31, June 30, 2015 2015 Website $ 60,781 $ 60,781 Accumulated amortization $ (19,141 ) $ (15,770 ) $ 41,640 $ 45,011 |
TRADE AND OTHER PAYABLES (Table
TRADE AND OTHER PAYABLES (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Trade And Other Payables Tables | |
Trade and other payables | As of December 31, 2015 and June 30, 2015, trade and other payable are comprised of the following: December 31, 2015 June 30, 2015 Trade payable $ 371,575 $ 463,107 Payroll payable $ 13,561 $ 91,018 Payroll taxes $ 109,017 $ - Employee benefits $ 82,671 $ 82,671 Other liabilities $ 34,650 $ (3,402 ) $ 611,474 $ 633,394 |
LOANS (Tables)
LOANS (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Loans Tables | |
Scheduled principal payments on loans | Scheduled principal payments on loans are as follow; Year ending December 31, Loan 1 Loan 2 Loan 3 Loan 4 Loan 5 Total 2016 $ 100,000 $ 131,806 $ 9,107 $ 274,786 $ 143,422 $ 659,121 2017 $ - $ - $ 490,893 $ 129,759 $ - $ 620,652 $ 100,000 $ 131,806 $ 500,000 $ 404,545 $ 143,422 $ 1,279,773 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Deferred tax assets | Deferred tax assets consist of the following components: December 31, June 30, 2015 2015 Net loss carryforward $ 1,030,000 $ 767,000 Valuation allowance $ (1,030,000 ) $ (767,000 ) Total deferred tax assets $ - $ - |
BASIS OF PRESENTATION AND ORG24
BASIS OF PRESENTATION AND ORGANIZATION (Details Narrative) | 6 Months Ended |
Dec. 31, 2015 | |
Banjo and Matilda, Inc. [Member] | |
State Country Name | Nevada |
Date of Incorporation | Dec. 18, 2009 |
Banjo & Matilda Pty Ltd. [Member] | |
State Country Name | under the laws of Australia |
Date of Incorporation | May 27, 2009 |
Banjo & Matilda USA, Inc.[Member] | |
Ownership Percentage | 100.00% |
State Country Name | State of Delaware |
Date of Incorporation | Oct. 14, 2013 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Summary Of Significant Accounting Policies Details | ||
Plant and Equipment | $ 31,378 | $ 29,044 |
Accumulated Depreciation | (18,090) | (16,905) |
Plant and Equipment, net | $ 13,288 | $ 12,139 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and Diluted: | ||||
Net (loss) income | $ (149,366) | $ (78,632) | $ (402,724) | $ (216,323) |
Net loss per share | ||||
Basic | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding: | ||||
Basic & diluted | 58,823,116 | 31,790,918 | 58,722,023 | 29,493,137 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Cash and cash equivalents | $ 114,285 | $ 114,285 | $ 362,668 | ||
Allowances for doubtful accounts | 147,870 | 147,870 | 140,870 | ||
Inventory | 133,830 | 133,830 | 174,792 | ||
Depreciation | 1,185 | $ 2,003 | |||
Accumulated deficit | (3,504,729) | (3,504,729) | $ (3,102,005) | ||
Net loss | (149,366) | $ (78,632) | $ (402,724) | (216,323) | |
Minimum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Computer Software Developed [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Computer Software Developed [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 10 years | ||||
Computer Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 2 years | ||||
Computer Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Building And Improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Building And Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 15 years | ||||
Leasehold Improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 2 years | ||||
Leasehold Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 10 years | ||||
Furniture And Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Furniture And Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
In December 2013 [Member] | |||||
Penalties for late payment | $ 1,580 | ||||
Depreciation | $ 605 | $ 1,311 | 1,185 | 2,003 | |
Net loss | (402,724) | $ (216,323) | |||
Common stock sold | $ 1,500,000 |
TRADE RECEIVABLES (Details Narr
TRADE RECEIVABLES (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Trade Receivables Details Narrative | ||
Trade receivables payment terms | Trade receivables that are past their normal payment terms are overdue and once 60 days past due are considered delinquent. Minimum payment terms vary by product. The maximum payment term for all products is 90 days. | |
Allowances for doubtful accounts | $ 147,870 | $ 140,870 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Intangible Assets Details | ||
Website | $ 60,781 | $ 60,781 |
Accumulated amortization | (19,141) | (15,770) |
Intangible assets | $ 41,640 | $ 45,011 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization expense | $ 3,371 | $ 4,286 | ||
Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
In December 2013 [Member] | ||||
Amortization expense | $ 1,685 | $ 1,709 | $ 3,371 | $ 4,286 |
TRADE AND OTHER PAYABLES (Detai
TRADE AND OTHER PAYABLES (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Trade And Other Payables Details | ||
Trade payable | $ 371,575 | $ 463,107 |
Payroll payable | 13,561 | 91,018 |
Payroll Taxes | 109,017 | |
Employee benefits | 82,671 | 82,671 |
Other liabilities | 34,650 | (3,402) |
Trade and other payables net | $ 611,474 | $ 633,394 |
TRADE FINANCING (Details Narrat
TRADE FINANCING (Details Narrative) | 1 Months Ended | 6 Months Ended | ||
Nov. 20, 2014USD ($)Integer | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Aug. 14, 2014USD ($) | |
Interest rate | 3.00% | |||
Financial agreement Two [Member] | ||||
Balance outstanding | $ 0 | $ 21,139 | ||
Total maximum facility | $ 75,000 | |||
Installment amount | $ 872 | |||
Number of equal installments | Integer | 100 | |||
Financial agreement Two [Member] | Australia, Dollars | ||||
Balance outstanding | 27,500 | |||
Financial agreement [Member] | ||||
Interest rate | 20.95% | |||
Sales | 25.00% | |||
Balance outstanding | $ 89,950 | 112,436 | ||
Financial agreement One [Member] | ||||
Balance outstanding | $ 559,552 | $ 646,078 | ||
Total maximum facility | $ 1,500,000 | |||
Sales invoiced | 1,000,000 | |||
Purchase order financing | $ 500,000 |
LOANS (Details)
LOANS (Details) | Dec. 31, 2015USD ($) |
Loan payable | $ 1,279,773 |
2,016 | |
Loan payable | 659,121 |
2,017 | |
Loan payable | 620,652 |
Loan 1 [Member] | |
Loan payable | 100,000 |
Loan 1 [Member] | 2016 | |
Loan payable | 100,000 |
Loan 1 [Member] | 2017 | |
Loan payable | |
Loan 2 [Member] | |
Loan payable | 131,806 |
Loan 2 [Member] | 2016 | |
Loan payable | 131,806 |
Loan 2 [Member] | 2017 | |
Loan payable | |
Loan 3 [Member] | |
Loan payable | 500,000 |
Loan 3 [Member] | 2016 | |
Loan payable | 9,107 |
Loan 3 [Member] | 2017 | |
Loan payable | 490,893 |
Loan 4 [Member] | |
Loan payable | 404,545 |
Loan 4 [Member] | 2016 | |
Loan payable | 274,786 |
Loan 4 [Member] | 2017 | |
Loan payable | 129,759 |
Loan 5 [Member] | |
Loan payable | 143,422 |
Loan 5 [Member] | 2016 | |
Loan payable | 143,422 |
Loan 5 [Member] | 2017 | |
Loan payable |
LOANS (Details Narrative)
LOANS (Details Narrative) | Feb. 05, 2016 | Mar. 31, 2015AUD | Dec. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2014AUD | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015AUDshares | Jun. 30, 2015USD ($) | Jun. 30, 2015AUD | Mar. 31, 2015AUD | Jun. 30, 2014USD ($) |
Interest Expense | $ 14,622 | $ 0 | $ 36,721 | $ 0 | |||||||||
Bear interest rate | 3.00% | 3.00% | 3.00% | ||||||||||
Note discount | $ 115,274 | $ 115,274 | |||||||||||
Common stock converted, Amount | $ 27,123 | ||||||||||||
Common stock converted, Shares | shares | 500,000 | ||||||||||||
Amortization of debt discount | 14,235 | 0 | $ 28,470 | 0 | |||||||||
Loan from related parties | 143,422 | 143,422 | $ 217,855 | ||||||||||
Subsequent Event [Member] | |||||||||||||
Volatility | 123.00% | ||||||||||||
Risk free rate of return | 1.26% | ||||||||||||
Expected term | 5 years | ||||||||||||
Related Party Payable [Member] | |||||||||||||
Outstanding balance, Short-term loan arrangement | 379,591 | 379,591 | 217,855 | ||||||||||
Short-term loan arrangement, Amount | 370,000 | 370,000 | |||||||||||
Interest Expense | 17,049 | 0 | 34,227 | 0 | |||||||||
Fair value convertible note | $ 80,909 | 80,909 | |||||||||||
Amortization of debt discount | $ 7,717 | 0 | |||||||||||
Related Party Payable [Member] | Minimum [Member] | |||||||||||||
Bear interest rate | 6.00% | 6.00% | 6.00% | ||||||||||
Related Party Payable [Member] | Maximum [Member] | |||||||||||||
Bear interest rate | 15.00% | 15.00% | 15.00% | ||||||||||
In July 2014 [Member] | |||||||||||||
Common stock converted, Amount | $ 20,000 | ||||||||||||
Common stock converted, Shares | shares | 943,396 | ||||||||||||
In December 2014 [Member] | |||||||||||||
Short-term loan arrangement, Amount | AUD | AUD 10,000 | ||||||||||||
In December 2013 [Member] | |||||||||||||
Outstanding balance, Short-term loan arrangement | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||
Short-term loan arrangement, Amount | 100,000 | 100,000 | |||||||||||
Note require interest payment | 5,000 | 5,000 | |||||||||||
Accrued repaid note rate | 166 | 166 | |||||||||||
Interest Expense | 14,940 | 14,772 | 30,046 | 7,386 | |||||||||
Amortization of debt discount | $ 42,358 | ||||||||||||
Volatility | 329.00% | ||||||||||||
Risk free rate of return | 0.67% | ||||||||||||
Expected term | 2 years 15 days | ||||||||||||
In May 2014 [Member] | |||||||||||||
Outstanding balance, Short-term loan arrangement | $ 0 | 0 | 0 | ||||||||||
Short-term loan arrangement, Amount | $ 72,800 | $ 72,800 | |||||||||||
Bear interest rate | 8.00% | 8.00% | 8.00% | ||||||||||
Common stock converted, Amount | $ 72,800 | ||||||||||||
Common stock converted, Shares | shares | 2,402,141 | ||||||||||||
In July 2014 [Member] | |||||||||||||
Outstanding balance, Short-term loan arrangement | $ 0 | $ 0 | AUD 0 | ||||||||||
Short-term loan arrangement, Amount | 72,800 | 72,800 | |||||||||||
In June 2015 [Member] | |||||||||||||
Outstanding balance, Short-term loan arrangement | $ 415,208 | $ 415,208 | |||||||||||
Short-term loan arrangement, Amount | 500,000 | ||||||||||||
Bear interest rate | 18.00% | 18.00% | 18.00% | ||||||||||
Promissory note payable | $ 500,000 | $ 500,000 | |||||||||||
Common stock warrant purchase | shares | 6,000,000 | 6,000,000 | 6,000,000 | ||||||||||
Common stock price per shares | $ / shares | $ 0.08 | $ 0.08 | |||||||||||
From May 2014 to September 2015 [Member] | |||||||||||||
Outstanding balance, Short-term loan arrangement | $ 131,500 | $ 131,500 | $ 121,500 | ||||||||||
Short-term loan arrangement, Amount | 121,500 | 121,500 | |||||||||||
Interest Expense | $ 2,122 | $ 0 | $ 3,945 | $ 0 | |||||||||
Bear interest rate | 6.00% | 6.00% | 6.00% | ||||||||||
Lender aggregating amount | $ 121,500 | $ 121,500 | |||||||||||
In March 2015 [Member] | |||||||||||||
Short-term loan arrangement, Amount | AUD | AUD 526,272 | ||||||||||||
Bear interest rate | 18.00% | ||||||||||||
Conversion price per shares | $ / shares | $ 0.05 | ||||||||||||
In March 2015 [Member] | Subsequent Event [Member] | |||||||||||||
Repayments of convertible debt | AUD | AUD 9,929 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015AUD | Dec. 31, 2014USD ($) | |
Commitments Details Narrative | |||||
Annual lease rent | AUD | AUD 57,200 | ||||
Rental expense | $ | $ 23,350 | $ 11,398 | $ 36,715 | $ 24,637 | |
Lease expiration date | Oct. 31, 2014 | Oct. 31, 2014 | |||
Term of lease | 3 years | 3 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Income Taxes Details | ||
Net loss carryforward | $ 1,030,000 | $ 767,000 |
Valuation allowance | (1,030,000) | (767,000) |
Total deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Income Taxes Details Narrative | ||
Net operating loss carry-forwards | $ 3,340,000 | $ 2,555,000 |
Expiry year | 2,032 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Nov. 03, 2014 | Oct. 28, 2014 | Jul. 24, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 |
Converted common stock, shares | 500,000 | ||||||||
Converted common stock, value | $ 27,123 | ||||||||
Common Stock [Member] | |||||||||
Common stock, share issued | 25,000 | 5,833,333 | 21,039,970 | 21,039,970 | 400,000 | ||||
Common stock, value | $ 5,000 | $ 450,799 | $ 450,799 | $ 60,000 | |||||
Price per shares | $ 0.25 | $ 0.25 | $ 0.02 | $ 0.02 | $ 0.15 | $ 0.02 | |||
Converted common stock, shares | 3,345,537 | ||||||||
Converted common stock, value | $ 92,800 | ||||||||
Service agreement term | JANUARY 1, 2015 TO JUNE 1, 2015 | ||||||||
Common Stock [Member] | Minimum [Member] | |||||||||
Converted common stock price, per shares | $ 0.02 | ||||||||
Common Stock [Member] | Maximum [Member] | |||||||||
Converted common stock price, per shares | $ 0.0901 | ||||||||
Common Stock [Member] | Banjo Australia [Member] | |||||||||
Common stock, share issued | 92,593 | ||||||||
Common stock, value | $ 15,339 | ||||||||
Price per shares | $ 0.17 | ||||||||
Common Stock [Member] | |||||||||
Common stock voided shares | 475,000 | ||||||||
Common stock voided | $ 95,000 | ||||||||
Common stock, share issued | 55,200 | 1,450,000 | |||||||
Common stock, value | $ 13,800 | $ 15 | |||||||
Consulting expense | $ 60,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 6 Months Ended |
Dec. 31, 2015USD ($) | |
Related Party Transactions Details Narrative | |
Compensation to the mother of the CEO | $ 14,076 |
Accrued interest owed to the CEO of the Company | $ 14,149 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 05, 2016 | Sep. 30, 2015 | Nov. 03, 2016 | Nov. 02, 2016 | Oct. 27, 2015 |
Capital funding | $ 47,250 | ||||
Purchase and sale agreement | $ 72,500 | ||||
Secured promissory note | $ 500,000 | ||||
Maturity date | one year to July 17, 2018 | ||||
Cancelled warrants purchase | 6,000,000 | ||||
Price of warrant | $ 0.08 | ||||
New warrants granted | 6,000,000 | ||||
Price of granted warrants | $ 0.05 | ||||
Number of shares purchase | 2,000,000 | ||||
Share price per share | $ 0.02 | ||||
Value of warrants | $ 87,553 | ||||
Volatility | 123.00% | ||||
Risk free rate of return | 1.26% | ||||
Expected term | 5 years | ||||
Convertible loan | $ 41,000 | ||||
Interest rate | 6.00% | ||||
Spider Investments LLC [Member] | |||||
Common stock sold | $ 1,500,000 |