Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Sep. 27, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NightFood Holdings, Inc. | |
Entity Central Index Key | 1,593,001 | |
Amendment Flag | false | |
Trading Symbol | NGTF | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-K | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Public Float | $ 8,857,781 | |
Entity Common Stock, Shares Outstanding | 43,848,746 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash | $ 48,440 | $ 14,326 |
Accounts receivable (net of allowance of $0 and $0, respectively) | 382 | |
Inventories | 103,209 | 95,865 |
Other current assets | 3,210 | 3,491 |
Total current assets | 154,859 | 114,064 |
Total assets | 154,859 | 114,064 |
Current liabilities: | ||
Accounts payable | 215,782 | 205,961 |
Accrued expense-related party | 197,974 | 180,000 |
Convertible notes payable-net of debt discounts and unamortized beneficial conversion feature | 633,870 | 151,020 |
Fair value of derivative liabilities | 1,765,187 | 44,022 |
Short-term borrowings | 1,000 | 3,096 |
Advance from Shareholders | 995 | |
Total current liabilities | 2,813,813 | 585,094 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, ($0.001 par value, 200,000,000 shares authorized, and 42,608,329 issued and outstanding as of June 30, 2018 and 29,724,432 outstanding as of June 30, 2017, respectively) | 42,608 | 29,724 |
Additional paid in capital | 5,919,152 | 2,880,467 |
Accumulated deficit | (8,620,714) | (3,381,221) |
Total stockholders' deficit | (2,658,954) | (471,030) |
Total Liabilities and Stockholders' Deficit | $ 154,859 | $ 114,064 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 0 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,608,329 | 29,724,432 |
Common stock, shares outstanding | 42,608,329 | 29,724,432 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 196,742 | $ 21,644 |
Operating expenses | ||
Cost of product sold | 116,158 | 31,798 |
Advertising and promotional | 189,352 | 12,319 |
Selling, general and administrative | 551,962 | 239,856 |
Professional Fees | 1,177,318 | 449,485 |
Total operating expenses | 2,034,790 | 733,458 |
Loss from operations | (1,838,048) | (711,814) |
Other expenses | ||
Interest expense - bank debt | 223 | 714 |
Interest expense - shareholder | 20,487 | 5,501 |
Interest expense - other | 1,088,400 | 153,366 |
Change in fair value of derivative liability | 88,329 | 44,022 |
Amortization of Beneficial Conversion Feature | 2,193,891 | |
Other Expense | 10,115 | |
Total other expenses | 3,401,445 | 203,603 |
Provision for income tax | ||
Net loss | $ (5,239,493) | $ (915,417) |
Basic and diluted net loss per common share | $ (0.15) | $ (0.03) |
Weighted average shares of capital outstanding - basic and diluted | 35,544,034 | 29,020,192 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Jun. 30, 2016 | $ 28,502 | $ 2,263,294 | $ (2,465,804) | $ (174,008) |
Beginning balance, shares at Jun. 30, 2016 | 28,501,932 | |||
Common stock issued for services | $ 1,098 | 185,703 | 186,800 | |
Common stock issued for services, shares | 1,097,500 | |||
Common stock issued as part of loan agreement | $ 25 | 4,975 | 5,000 | |
Common stock issued as part of loan agreement, shares | 25,000 | |||
Common Stock issued for cash | $ 100 | 9,900 | 10,000 | |
Common Stock issued for cash, shares | 100,000 | |||
Beneficial Conversion Feature for debt discount | 416,596 | 416,596 | ||
Net loss | (915,417) | (915,417) | ||
Ending balance at Jun. 30, 2017 | $ 29,725 | 2,880,467 | (3,381,221) | (471,030) |
Ending balance, shares at Jun. 30, 2017 | 29,724,432 | |||
Common stock issued for services | $ 2,658 | 551,695 | 554,353 | |
Common stock issued for services, shares | 2,658,455 | |||
Common stock issued for interest | $ 270 | 20,217 | 20,487 | |
Common stock issued for interest, shares | 270,382 | |||
Common Stock issued for cash | $ 464 | 59,536 | 60,000 | |
Common Stock issued for cash, shares | 464,085 | |||
Issuance of warrants | 20,759 | 20,759 | ||
Issuance of common stock for debt | $ 9,491 | 565,127 | 574,618 | |
Issuance of common stock for debt, shares | 9,490,975 | |||
Beneficial Conversion Feature for debt discount | 1,821,351 | 1,821,351 | ||
Net loss | (5,239,493) | (5,239,493) | ||
Ending balance at Jun. 30, 2018 | $ 42,608 | $ 5,919,152 | $ (8,620,714) | $ (2,658,954) |
Ending balance, shares at Jun. 30, 2018 | 42,608,329 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,239,493) | $ (915,417) |
Adjustments to reconcile net loss to net cash used in operations activities: | ||
Stock issued for services | 554,353 | 186,800 |
Amortization of debt discount and deferred financing fees | 2,776,811 | 153,366 |
Warrants issued for services | 20,759 | |
Change in derivative liability | 88,329 | 44,022 |
Stock issued for interest | 20,487 | 5,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | 382 | 977 |
Inventories | (7,344) | 25,841 |
Other current assets | 282 | (2,091) |
Accounts payable | 9,823 | 40,519 |
Accrued expenses | 17,974 | 72,000 |
Net cash used in operating activities | (1,757,638) | (388,984) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock | 60,000 | 10,001 |
Proceeds from the issuance of debt-net | 2,316,093 | 414,250 |
Repayment of convertible debt | (581,250) | |
Repayment of short-term debt | (2,096) | |
Advance from shareholders | 10,800 | 21,984 |
Repayment to shareholders | (44,989) | |
Repayment of related party advance | (11,795) | (3,417) |
Net cash provided by financing activities | 1,791,752 | 397,829 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 34,114 | 8,845 |
Cash and cash equivalents, beginning of year | 14,326 | 5,481 |
Cash and cash equivalents, end of year | 48,440 | 14,326 |
Cash Paid For: | ||
Interest | 30,564 | 1,214 |
Income taxes | ||
Summary of Non-Cash Investing and Financing Information: | ||
Debt discount due to beneficial conversion feature | 1,559,886 | 430,000 |
Value of embedded derivative liabilities | $ 574,618 | $ 101,511 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Nightfood Holdings, Inc. (the “Company”) is a Nevada Corporation organized October 16, 2013 to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York Corporation from its sole shareholder, Sean Folkson. All of its operations are conducted by its two subsidiaries: Nightfood, Inc. (“Nightfood”) and MJ Munchies, Inc.( “Munchies”). Nightfood’s business model is to manufacture and distribute snack products specifically formulated for nighttime snacking to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way. Munchies has acquired a portfolio of intellectual property around the brand name Half-Baked, and is launching a line of cannabis edibles such as cookies, brownies, and candies, through licensees and other relationships. ● The Company’s fiscal year end is June 30. ● The Company currently maintains its corporate address in Tarrytown, New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies ● Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP). Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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. Estimates are used in the determination of beneficial conversion features, derivative liabilities, depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others. Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Recent Accounting Pronouncements The Company reviews all of the Financial Accounting Standard Board’s updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which supersedes the revenue recognition requirements in FASB ASC 605. The guidance is designed to create greater comparability for financial statement users across industries and jurisdictions. The guidance also requires enhanced disclosures. The guidance was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In July 2015, the FASB decided to delay the effective date of the new revenue guidance by one year to fiscal years, and interim periods within those years, beginning after December 15, 2017. Entities will be permitted to adopt the new revenue standard early, but not before the original effective date. The guidance permits the use of either a full retrospective or modified retrospective transition method. We completed the review of our arrangements with customers across our businesses, including our practices of offering rebates, refunds, discounts and other price allowances, and trade and consumer promotion programs. As we evaluated our methods of estimating the amount and timing of these various forms of variable consideration, we determined we will accelerate the expense recognition of certain trade and consumer promotion programs under the new guidance. Based on our assessment, the impact is not expected to be material on an annual basis, but will impact quarterly results. We will use the modified retrospective method when we adopt the new guidance in 2019, and the cumulative-effect adjustment is not expected to be material. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurements of Financial Assets and Financial Liabilities. The standard will be effective for us beginning January 1, 2019. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequently amended the guidance relating largely to transition considerations under the standard in January 2017, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available. The standard will be effective for us beginning January 1, 2020. The standard may have a material impact on our balance sheets in the future if we entered into new leases, but will not have a material impact on our statement of operations. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems. The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company incurred advertising costs of $189,352 and $12,319 for the years ended June 30, 2018 and 2017, respectively. Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. ● Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized. ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. Revenue Recognition ● The Company generates its revenue from products sold from traditional retail outlets along with items distributed from the Company’s and other customer websites. ● All sources of revenue are recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured. ● The Company occasionally offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June 30, 2018 and 2017 the Company did not have any uninsured cash deposits. Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2018 | |
Going Concern | |
Going Concern | 3. Going Concern ● The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated. ● Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accounts receivable | 4. Accounts receivable ● The Company’s accounts receivable arise primarily from the sale of the Company’s snack products. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. With most of our retail and distribution partners, invoices will typically be due in 30 or 45 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. The Company has not provided any sales allowances for June 30, 2018 and June 30, 2017, respectively. |
Customer Concentrations
Customer Concentrations | 12 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Customer Concentrations | 5. Customer Concentrations ● During the year ended June 30, 2018, no one customer accounted for more than 10% of revenues. |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories ● Inventories consists of the following at June 30, 2018. 2018 2017 Finished Goods $ 96,116 $ 87,676 Packaging 7,093 8,189 TOTAL $ 103,209 $ 95,865 Inventories are stated at the lower of cost (FIFO) or net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions and the products relative shelf life. Write-downs and write-offs are charged to loss on inventory write down. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Jun. 30, 2018 | |
Other Current Liabilities [Abstract] | |
Other Current Liabilities | 7. Other Current Liabilities ● Other current liabilities consist of the following at June 30, 2018 2018 2017 Accrued consulting fees – related party $ 197,974 $ 180,000 TOTAL $ 197,974 $ 180,000 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. Convertible Notes Payable ● Convertible Notes Payable consist of the following at June 30, 2018, On February 8, 2017 the Company issued $32,500 in convertible notes to an investor group. The notes had a maturity of six (6) months and interest rate of 8% per annum and were convertible at a price of 80% of the average closing bid prices on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As previously disclosed, this note was assigned to a third party that is not affiliated with Black Forest during fiscal year 2017. At such time, the maturity date of the note was extended to June 30, 2018. On August 10, 2017, the Company entered into a Forbearance Agreement with SkyBridge Ventures LLC, whereby the date of conversion eligibility for a $35,000 note held by SkyBridge was changed from August 8, 2017 to September 12, 2017. In addition, the note became convertible at a price of 50% of the lowest trading price of the Company’s Common Stock during the twenty (20) trading days immediately prior to conversion. During the quarter the remaining balance of this note was converted into stock at a conversion price of $.04505. This note has been successfully retired. On March 16, 2017 the Company issued $75,000 in convertible notes to an investor group. The notes had a maturity of one (1) year and interest rate of 12% per annum and were convertible at a price of 50% of the average closing bid prices on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion. The note had the option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. On September 12, 2017 the Company successfully retired this convertible promissory note dated March, 16, 2017, in the original principal amount of $75,000. This note has been successfully retired. On March 20, 2017 the Company issued $80,000 in convertible notes to an investor group. The notes had a maturity of nine (9) months and interest rate of 12% per annum and were convertible at a price of 60% of the average of the two lowest trade prices on the primary trading market on which the Company’s Common Stock was then listed for the twenty-five (25) trading days immediately prior to conversion. The note had an option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. During the first quarter of Fiscal Year 2018, this note was sold to another party who increased the value by $4,576 and extended the maturity to December 20, 2017. In addition, the discount was adjusted to 50% of the lowest trading price of the stock during the previous 20 trading days. During the second quarter of 2018 there were several conversions of this note into common stock ranging between $0.03 to $0.06 per share. There was a balance on this note as of June 30, 2018 of $2,076. As of the time of this filing, this note has been successfully retired. On March 23, 2017 the Company issued $87,500 in convertible notes to an investor group. The notes had a maturity of six (6) months and interest rate of 8% per annum and were convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion. The note had an option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature (BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. During the first quarter of Fiscal Year 2018 this note was sold to another party who increased the value by $7,500 and extended the maturity to June 30, 2018. The Company also determined there was an additional beneficial conversion feature (BCF ) as a result of the intrinsic value between the effective exercise price and the market price at the time of conversion of the sale of $95,000. The added BCF was included in additional paid in capital. During the third quarter the entire open balance of this note was converted into stock at a price of $0.04505 per share. This note has been successfully retired. On May 10, 2017 the Company issued $80,000 in convertible notes to an investor group. The notes had a maturity of nine (9) months and interest rate of 12% per annum and were convertible at a price of 60% of the average of the two lowest trade prices on the primary trading market on which the Company’s Common Stock was then listed for the twenty-five (25) trading days immediately prior to conversion. The note had the option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature (BCF) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. During the second quarter of Fiscal Year 2018 this note was sold to another party who increased the value by $4,602.74 and extended the maturity to November 6, 2018. The conversion rate was reduced to 50%, look-back date changed from twenty-five days to twenty and the interest rate was reduced to 8%. In addition the Company paid approximately $42,000 as consideration for this transfer. This balance of this note was converted into stock during the third quarter at a price of $0.04505 per share. This note has been successfully retired. On May 16, 2017 the Company issued $75,000 in convertible notes to an investor group. The notes had a maturity of one (1) year and interest rate of 12% per annum and were convertible at a price of 50% of the average closing bid prices on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion. The note had the option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. During the second quarter of Fiscal Year 2018 this note was sold to another party who increased the value by $4,216.44 and extended the maturity to November 6, 2018. The conversion rate was reduced to 50%, look-back date changed from twenty-five days to twenty and the interest rate was reduced to 8%. In addition the Company paid approximately $40,000 as consideration for this transfer. This balance of this note was converted into stock in two tranches during the fourth quarter at a price of $0.09 per share. This note has been successfully retired. On July 31, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated July 31, 2017 and funded on August 1, 2017, in the amount of $100,000. The lender was Labrys Fund, LP. As part of this transaction, the Company issued Labrys a block of 400,650 “Commitment Shares”. These shares, although issued to Labrys, were to be returned to the Company should the Company pay off the note prior to the 6 month maturity date. In September of 2017, to facilitate the issuance of additional operating capital, the Company and Labrys agreed that Labrys shall be entitled to keep 100,000 of the 400,650 Commitment Shares in the event of a timely retirement of the debt. The notes had an interest rate of 12% per annum and were convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty five (25) trading days immediately prior to conversion. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price at the time of conversion of $100,000. The BCF was included in additional paid in capital. During the third quarter this note was paid off and Labrys returned 200,650 shares of stock to the Company in accordance with the original agreement. This note has been successfully retired. On September 5, 2017 the Company entered into a convertible promissory note and a security purchase agreement dated September 5, 2017 and funded on September 12, 2017, in the amount of $75,000. The lender was JSJ Investments, Inc. The notes had a maturity of June 5, 2018 and interest rate of 12% per annum and were convertible at a price of 55% of the average of the two lowest trading prices on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion. The note had the option to be prepaid, but carries a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. This note has been successfully retired. On September 8, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated September 8, 2017 and funded on September 12, 2017, in the amount of $222,750. The lender was Eagle Equities, LLC. The notes have a maturity of September 8, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. During the fourth quarter there were two note conversions for an aggregate total of $150,000 leaving a balance at the end of the year of $72,750 As of June 30, 2018, the BCF was $42,719. On September 21, 2017, the Company entered into a convertible promissory note and a security purchase agreement in the amount of $66,500. The lender was Labrys Fund, LP. The notes had a maturity date of March 21, 2018 and an interest rate of 12% per annum and were convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty five (25) trading days immediately prior to conversion. The note had the option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. During the third quarter this note was paid off. This note has been successfully retired On October 18, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated October 18, 2017, in the amount of $52,500. The lender was Eagle Equities, LLC. The notes had a maturity of October 18, 2018 and interest rate of 8% per annum and were convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion. The note had the option be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. This balance of this note was converted into stock during the fourth quarter at a price of $0.13495 per share. This note has been successfully retired. On November 3, 2017, the Company entered into a three-month consulting agreement with Regal Consulting for corporate communications services valued at $20,000 monthly. Regal was compensated $10,000 in cash monthly for services provided. In addition, the Company issued Regal a six month note for $30,000, which the Company had the right to prepay at any time. Should the note not be repaid after 180 days, Regal would have had the option to convert the debt to equity at a discount to the then market price. The note had a maturity date of May 3, 2018 and an interest rate of 10% per annum and was convertible at a price of 65% of the three lowest trades on the primary trading market on which the Company’s Common Stock is then listed for the ten (10) trading days immediately prior to conversion or $0.11 whichever is lower. The note had the option to be prepaid, but carries a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. This note has been successfully retired. On November 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $48,647. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $17,193. On November 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $45,551. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $16,099. On November 7, 2017 the Company entered into a convertible promissory note and a security purchase agreement (SPA) dated November 7, 2017. The SPA was for a total of $315,000, consisting of four tranches of funding, each equal to $78,750. The parties closed on the first tranche. The Company elected not to receive any further tranches. On November 7, 2017, the Company entered into a convertible promissory note a security purchase agreement dated November 7, 2017, in the amount of $78,750. The lender was Adar Bay, LLC. The notes had a maturity of November 7, 2018 and interest rate of 8% per annum and were convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty (20) trading days immediately prior to conversion. The note had the option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. This note was retired during the fourth quarter. This note has been successfully retired On November 15, 2017 the Company entered into a convertible promissory note and a security purchase agreement (SPA) dated November 15, 2017. The SPA was for a total of $150,000, consisting of two tranches of funding, each equal to $75,000. The parties closed on the first tranche. There can be no assurance that the Company will receive any further tranches. On November 15, 2017, the Company entered into a convertible promissory note a security purchase agreement dated November 15, 2017, in the amount of $75,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 15, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $28,356. On December 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement in the amount of $56,000. The lender was Labrys Fund, LP. The notes had a maturity date of June 6, 2018 and an interest rate of 12% per annum and were convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock was then listed for the twenty-five (25) trading days immediately prior to conversion. The note had the option to be prepaid, but carried a penalty in association with the remittance amount, as there was an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. This note was retired during the fourth quarter. This note has been successfully retired. On December 27, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated December 27, 2017, in the amount of $60,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 27, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $30,084. On January 10, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated January 10, 2018, in the amount of $110,000. The lender was Eagle Equities, LLC. The notes have a maturity of January 10, 2019 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $58,466. On January 31, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated September 8, 2017, in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 8, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $66,818. On February 3, 2018, the Company entered into a six-month consulting agreement with Regal Consulting for corporate communications services valued at $260,000 over this period of time. Regal was compensated $10,000 in cash monthly for services provided, resulting in total cash payments of $60,000. In addition, the Company issued Regal a six month note for $200,000, which the Company had the right to prepay at any time. Should the note not be repaid after 180 days, Regal would have had the option to convert the debt to equity at a discount to the then market price. The notes had a maturity date of August 3, 2018 and an interest rate of 10% per annum and were convertible at a price of 65% of the three lowest trades on the primary trading market on which the Company’s Common Stock was then listed for the ten (10) trading days immediately prior to conversion or $0.44 whichever is lower. The note had an option be prepaid, but carried a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. During the Fourth quarter the Company paid $100,000 on the note and entered into an agreement to terminate the debt conversion feature of this note. The balance outstanding as of June 30 th This note has been successfully retired. On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated November 15, 2017, in the amount of $75,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 15, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $40,116. On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated December 27, 2017, in the amount of $60,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 27, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $36,000. On March 2, 2018, the Company received funding in conjunction with a convertible promissory note and a security purchase agreement dated March 2, 2018, in the amount of $115,000. The lender was Eagle Equities, LLC. The notes have a maturity of March 2, 2019 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid on the primary trading market on which the Company’s Common Stock is then listed for the ten (10) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $77,192. On April 10, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated April 10, 2018, in the amount of $62,500. The lender was Eagle Equities, LLC. The notes have a maturity of April 10, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $48,630. On April 30, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated April 30, 2018, in the amount of $225,000. The lender was Eagle Equities, LLC. The notes have a maturity of April 30, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $187,397. On June 1, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated June 1, 2018, in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 1, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $195,457. On June 18, 2018, the Company received cash in conjunction with a convertible promissory note and Securities Purchase Agreement dated October 18, 2017. The note was in the amount of in the amount of $52,500. The lender was Eagle Equities, LLC. The notes have a maturity of October 18, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $47,336. On June 18, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated June 18, 2018, in the amount of $52,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 18, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of June 30, 2018, the BCF was $50,290. Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of June 30, 2018: Convertible notes payable issued as of June 30, 2017 $ 430,000 Convertible notes payable issued as of June 30, 2018 $ 2,316,093 Unamortized amortization of debt and beneficial conversion feature (956,355 ) Notes paid (581,250 ) Notes converted into shares of common stock (574,618 ) Balance at June 30, 2018 $ 633,870 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 9. Derivative Liability Due to the variable conversion price associated with some of these convertible promissory notes disclosed in Note 8 above, the Company has determined that the conversion feature is considered a derivative liability for instruments which are convertible and have not yet been settled. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives on the date they are deemed to be derivative liabilities. During the year ended June 30, 2018, the Company recorded a loss in fair value of derivative $88,329. The Company will measure the fair value of each derivative instrument in future reporting periods and record a gain or loss based on the change in fair value. |
Short and Long Term Borrowings
Short and Long Term Borrowings | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Short and long term Borrowings | 10. Short and long term borrowings On November 24, 2010, the Company entered into a Small Business Working Capital Loan with a well-established Bank. The loan is personally Guaranteed by the Company’s Chief Executive Officer, which is further Guaranteed for 90% by the United States Small Business Administration (SBA). The term of the loan is seven years until full amortization and currently carries an 9.75% interest rate, which is based upon Wall Street Journal (“WSJ”) Prime 5.00 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period. June 30, 2018 June 30, 2017 Bank Loan $ 1,000 $ 3,096 Total borrowings 1,000 3,096 Less: current portion (1,000 ) (3,096 ) Long term debt $ - $ - Interest expense for the years ended June 30, 2018 and 2017, totaled $714 and $223, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | 11. Stockholders’ Deficit ● On October 16, 2013, the Nightfood, Inc. became a wholly-owned subsidiary of Nightfood Holdings, Inc. Accordingly, the stockholders’ equity has been revised to reflect the share exchange on a retroactive basis. ● The Company is authorized to issue One Hundred Million (200,000,000) shares of $0.001 par value per share Common Stock. Holders of Common Stock are each entitled to cast one vote for each Share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders of a majority of the outstanding Common Stock can elect all directors. Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company’s assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that dividends will be paid unless and until the Company is profitable. Holders of Common Stock do not have pre-emptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All of the outstanding Shares of Common Stock are fully paid and non-assessable and all of the Shares of Common Stock offered thereby will be, upon issuance, fully paid and non-assessable. Holders of Shares of Common Stock will have full rights to vote on all matters brought before shareholders for their approval, subject to preferential rights of holders of any series of Preferred Stock. Holders of the Common Stock will be entitled to receive dividends, if and as declared by the Board of Directors, out of funds legally available, and share pro-rata in any distributions to holders of Common Stock upon liquidation. The holders of Common Stock will have no conversion, pre-emptive or other subscription rights. Upon any liquidation, dissolution or winding-up of the Company, assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of the common stock. The holders of the common stock have no right to require the Company to redeem or purchase their shares. Holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. ● The Company has 42,608,329 and 29,724,432 shares of its $0.001 par value common stock issued and outstanding as of June 30, 2018 and 2017 respectively. ● During the year ended June 30, 2018: ● the Company sold 464,085 shares of common stock for cash proceeds of $60,000, ● and issued 2,658,455 shares of common stock for services with a fair value of $554,353, ● and issued 270,382 shares of common stock in consideration of interest payments with a fair value of $20,487, ● and issued 9,490,975 shares of common stock as consideration for convertible debt with a fair value of $574,618. Dividends ● The Company has never declared dividends. Warrants ● The following is a summary of the Company’s outstanding common stock purchase warrants. The 500,000 warrants shown below at an exercise price of $.15 have not yet vested. These warrants were issued as compensation for a four-year advisory agreement. Should the advisor complete the entire term of the engagement, 150,000 warrants will vest on July 24, 2018, another 150,000 on July 24, 2019, another 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021. The aggregate intrinsic value of the warrants as of June 30, 2018 is $190,475 Outstanding at Outstanding Exercise Price June 30, 2017 Issued in 2018 Expired June 30, 2018 $ 0.15 - 500,000 - 500,000 $ 0.20 - 105,000 - 105,000 $ 0.30 - 500,000 - 500,000 $ 0.75 300,000 - - 300,000 300,000 1,105,000 - 1,405,000 Options ● The Company has never issued options. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions ● The Company received cash from Mr. Folkson, the Company’s Chief Executive Officer and related party, $0 and $0 in 2018 and 2017, respectively, to supplement the Company’s working capital. These short-term advances have all been repaid. ● During the third quarter 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $72,000 and $72,000 is reflected in professional fees and presented in the accrued expenses – related party for 2018 and 2017 respectively. ● The original consulting agreement for Mr. Folkson had a term of one year, and then converted into a month to month effective January 1, 2016. A new twelve month consulting agreement was entered into for Mr. Folkson effective July 1, 2018, which paid Folkson the same $6,000 monthly consulting fee. In addition, the Company made bonuses available to Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter and $3,000,000 in a quarter. Achieving those milestones would earn Folkson warrants with a $.50 strike price which must be exercised within 15 days of the respective quarterly or annual filing |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 13. Income Tax A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: June 30, 2018 2017 Statutory U.S. federal rate (34.0 )% (34.0 )% Effect of higher U.S. Federal statutory tax rate 13.02 % - % State income taxes (net of federal tax benefit) (6.0) % 7.0 % Permanent differences 26.15 % 1.6 % Valuation allowance 6.10 % 25.4 % True up of net operating loss (5.27) % - % 0.0 % 0.0 % The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: 2018 2017 Deferred tax assets: Net operating loss carry-forwards $ 882,793 576,869 Valuation allowance (882,793 ) (576,869 ) Net deferred tax asset $ - $ - At June 30, 2018 the Company had estimated U.S. federal net operating losses of approximately $3,270,000 for income tax purposes which will expire between 2033 and 2038. For financial reporting purposes, the entire amount of the net deferred tax assets has been offset by a valuation allowance due to uncertainty regarding the realization of the assets. The net change in the total valuation allowance for the year ended June 30, 2017 was an increase of $1,100,294. The Company follows FASC 740-10-25 P which requires a company to evaluate whether a tax position taken by the company will “more likely than not” be sustained upon examination by the appropriate tax authority. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company may not be able to utilize the net operating loss carryforwards for its US income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3 year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carryforwards. As of June 30, 2018 the Company had not performed an analysis to determine if the Company was subject to the provisions of Section 382. The Company is subject to U.S. federal income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective taxing jurisdictions. The Company’s accounting policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods. The Company has not filed its federal and state income tax returns for the fiscal years ended June 30, 2017 and 2016 respectively, however it believes due to the reported losses there is no material liability outstanding. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 14. Fair Value of Financial Instruments Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities. The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below: Fiscal 2018 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 1,576,024 $ - $ - $ 1,576,024 Total $ 1,576,024 $ - $ - $ 1,576,024 Fiscal 2017 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 826,326 $ - $ - $ 826,326 Total $ 826,326 $ - $ - $ 826,326 |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share of Common Stock | 15. Net Loss per Share of Common Stock ● The Company has adopted FASB Topic 260, “Earnings per Share,” which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Basic net loss per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this 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. However, shares associated with convertible debt, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e. reduce the net loss per common share). There were no anti-dilutive instruments. 2018 2017 Numerator - basic and diluted loss per share net loss $ (5,239,494 ) $ (915,417 ) Net loss available to common stockholders $ (5,239,494 ) $ (915,417 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 35,544,034 29,020,192 Basic and diluted earnings per share $ (0.15 ) $ (0.03 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events ● On July 2, 2018 the Company entered into a convertible promissory note a security purchase agreement dated July 2, 2018 and funded on July 3, 2018, in the amount of $200,000. The lender was Eagle Equities, LLC. ● On July 3, 2018, the Company successfully retired an outstanding promissory note with Regal Consulting, LLC by paying the $108,000 balance in full. ● On August 2, 2018 the Company entered into a convertible promissory note a security purchase agreement dated August 2, 2018 and funded on August 3, 2018, in the amount of $103,005. The lender was Eagle Equities, LLC. ● On September 6, 2018 the Company entered into a convertible promissory note a security purchase agreement dated September 6, 2018 and funded on September 7, 2018, in the amount of $78,000. The lender was Eagle Equities, LLC. ● On July 11, 2018, the Registrant Filed a Certificated of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 10,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. A Stock has no conversion, dividend or liquidation rights Accordingly, the holders of A Stock will, by reason of their voting power be able to control the affairs of the Registrant. The foregoing is only a summary of the certificate of designation for the A Stock, which is filed as an exhibit hereto, The Registrant has issued 1,000 shares of A Stock to Sean Folkson, giving him effective voting control over the Registrant’s affairs. ● On July 30, 2018, noteholder Eagle Equities converted $20,000 of principal and $893.33 of interest of an outstanding note to stock. The conversion was at a price of $.15 per share. 139,289 shares were issued to the noteholder in this transaction. ● On August 8, 2018, noteholder Eagle Equities converted $45,000 of principal and $2,100 of interest of an outstanding note to stock. The conversion was at a price of $.15 per share. 314,000 shares were issued to the noteholder in this transaction. ● On August 22, 2018, noteholder Eagle Equities converted $20,000 of principal and $995.56 of interest of an outstanding note to stock. The conversion was at a price of $.14 per share. 149,968 shares were issued to the noteholder in this transaction. ● On August 28, 2018 noteholder Eagle Equities converted $25,000 of principal and $1,277.78 of interest of an outstanding note to stock. The conversion was at a price of $.1365 per share. 192,511 shares were issued to the noteholder in this transaction. ● On September 21, 2018 noteholder Eagle Equities converted $20,000 of principal and $1,035.56 of interest of an outstanding note to stock. The conversion was at a price of $.1285 per share. 163701 shares were issued to the noteholder in this transaction. ● Subsequent to the end of the 2018 Fiscal Year, in the ordinary course of business, the Company has entered into consulting and influencer agreements with a number of individuals, most of whom are professional athletes, which call for the issuance of Company common stock as compensation. As of the time and date of this filing, the Company has issued 230,948 shares in conjunction with said agreements. These shares are accounted for in the outstanding share count reported in this Filing. An additional 123,000 shares have been committed and not yet issued as of the time of this filing. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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. Estimates are used in the determination of beneficial conversion features, derivative liabilities, depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others. |
Beneficial Conversion Feature | Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Debt Issue Costs | Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
Original Issue Discount | Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Valuation of Derivative Instruments | Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company reviews all of the Financial Accounting Standard Board’s updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which supersedes the revenue recognition requirements in FASB ASC 605. The guidance is designed to create greater comparability for financial statement users across industries and jurisdictions. The guidance also requires enhanced disclosures. The guidance was originally effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In July 2015, the FASB decided to delay the effective date of the new revenue guidance by one year to fiscal years, and interim periods within those years, beginning after December 15, 2017. Entities will be permitted to adopt the new revenue standard early, but not before the original effective date. The guidance permits the use of either a full retrospective or modified retrospective transition method. We completed the review of our arrangements with customers across our businesses, including our practices of offering rebates, refunds, discounts and other price allowances, and trade and consumer promotion programs. As we evaluated our methods of estimating the amount and timing of these various forms of variable consideration, we determined we will accelerate the expense recognition of certain trade and consumer promotion programs under the new guidance. Based on our assessment, the impact is not expected to be material on an annual basis, but will impact quarterly results. We will use the modified retrospective method when we adopt the new guidance in 2019, and the cumulative-effect adjustment is not expected to be material. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurements of Financial Assets and Financial Liabilities. The standard will be effective for us beginning January 1, 2019. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and subsequently amended the guidance relating largely to transition considerations under the standard in January 2017, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available. The standard will be effective for us beginning January 1, 2020. The standard may have a material impact on our balance sheets in the future if we entered into new leases, but will not have a material impact on our statement of operations. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases. We are currently evaluating the impact of this standard on our financial statements, including accounting policies, processes, and systems. The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. |
Derivative Financial Instruments | Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. |
Inventories | Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. |
Advertising Costs | Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company incurred advertising costs of $189,352 and $12,319 for the years ended June 30, 2018 and 2017, respectively. |
Income taxes | Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. ● Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized. ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. |
Revenue Recognition | Revenue Recognition ● The Company generates its revenue from products sold from traditional retail outlets along with items distributed from the Company’s and other customer websites. ● All sources of revenue are recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured. ● The Company occasionally offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. |
Concentration of Credit Risk | Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June 30, 2018 and 2017 the Company did not have any uninsured cash deposits. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | 2018 2017 Finished Goods $ 96,116 $ 87,676 Packaging 7,093 8,189 TOTAL $ 103,209 $ 95,865 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | 2018 2017 Accrued consulting fees – related party $ 197,974 $ 180,000 TOTAL $ 197,974 $ 180,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of convertible notes payable | Convertible notes payable issued as of June 30, 2017 $ 430,000 Convertible notes payable issued as of June 30, 2018 $ 2,316,093 Unamortized amortization of debt and beneficial conversion feature (956,355 ) Notes paid (581,250 ) Notes converted into shares of common stock (574,618 ) Balance at June 30, 2018 $ 633,870 |
Short and Long Term Borrowings
Short and Long Term Borrowings (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of short and long term borrowings | June 30, 2018 June 30, 2017 Bank Loan $ 1,000 $ 3,096 Total borrowings 1,000 3,096 Less: current portion (1,000 ) (3,096 ) Long term debt $ - $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Stockholders Deficit | |
Schedule of aggregate intrinsic value of the warrants | Outstanding at Outstanding Exercise Price June 30, Issued in Expired June 30, $ 0.15 - 500,000 - 500,000 $ 0.20 - 105,000 - 105,000 $ 0.30 - 500,000 - 500,000 $ 0.75 300,000 - - 300,000 300,000 1,105,000 - 1,405,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of statutory income tax rates and effective tax rate | June 30, 2018 2017 Statutory U.S. federal rate (34.0 )% (34.0 )% Effect of higher U.S. Federal statutory tax rate 13.02 % - % State income taxes (net of federal tax benefit) (6.0) % 7.0 % Permanent differences 26.15 % 1.6 % Valuation allowance 6.10 % 25.4 % True up of net operating loss (5.27) % - % 0.0 % 0.0 % |
Schedule of deferred tax assets | 2018 2017 Deferred tax assets: Net operating loss carry-forwards $ 882,793 576,869 Valuation allowance (882,793 ) (576,869 ) Net deferred tax asset $ - $ - |
Fair Value of Financial Instr30
Fair Value of Financial Instruments (Table) | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy under assets and liabilities | Fiscal 2018 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 1,576,024 $ - $ - $ 1,576,024 Total $ 1,576,024 $ - $ - $ 1,576,024 Fiscal 2017 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 826,326 $ - $ - $ 826,326 Total $ 826,326 $ - $ - $ 826,326 |
Net Loss Per Share of Common 31
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | 2018 2017 Numerator - basic and diluted loss per share net loss $ (5,239,494 ) $ (915,417 ) Net loss available to common stockholders $ (5,239,494 ) $ (915,417 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 35,544,034 29,020,192 Basic and diluted earnings per share $ (0.15 ) $ (0.03 ) |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Summary of Significant Accounting Policies (Textual ) | ||
Advertising costs | $ 189,352 | $ 12,319 |
Customer Concentrations (Detail
Customer Concentrations (Details) - Customer Concentration Risk [Member] | 12 Months Ended |
Jun. 30, 2018Customer | |
Customer Concentrations (Textual) | |
Number of customer | 1 |
Concentration risk percentage | 10.00% |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 96,116 | $ 87,676 |
Packaging | 7,093 | 8,189 |
TOTAL | $ 103,209 | $ 95,865 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Other Current Liabilities [Abstract] | ||
Accrued consulting fees - related party | $ 197,974 | $ 180,000 |
TOTAL | $ 197,974 | $ 180,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Debt Disclosure [Abstract] | |
Convertible notes payable issued as of June 30, 2017 | $ 430,000 |
Convertible notes payable issued as of June 30, 2018 | 2,316,093 |
Unamortized amortization of debt and beneficial conversion feature | (956,355) |
Notes paid | (581,250) |
Notes converted into shares of common stock | (574,618) |
Balance at June 30, 2018 | $ 633,870 |
Convertible Notes Payable (De37
Convertible Notes Payable (Details Textual) | Jun. 01, 2018USD ($)TradingDays | Apr. 10, 2018USD ($)TradingDays | Mar. 02, 2018USD ($)TradingDays | Feb. 03, 2018USD ($)TradingDays$ / shares | Jan. 10, 2018USD ($) | Dec. 06, 2017USD ($)TradingDays | Nov. 07, 2017USD ($)TradingDays | Nov. 06, 2017USD ($)TradingDays | Nov. 03, 2017USD ($)TradingDays$ / shares | Sep. 08, 2017USD ($)TradingDays | Sep. 05, 2017USD ($)TradingDays | Aug. 10, 2017USD ($)TradingDays$ / shares | May 10, 2017USD ($)TradingDays$ / shares | Feb. 08, 2017USD ($)TradingDays | Jun. 18, 2018USD ($)TradingDays | Apr. 30, 2018USD ($)TradingDays | Jan. 31, 2018USD ($)TradingDays | Dec. 27, 2017USD ($)TradingDays | Nov. 15, 2017USD ($)TradingDays | Oct. 18, 2017USD ($)TradingDays$ / shares | Sep. 21, 2017USD ($)TradingDays | Jul. 31, 2017USD ($)TradingDaysshares | May 16, 2017USD ($)TradingDays$ / shares | Mar. 23, 2017USD ($)TradingDays$ / shares | Mar. 20, 2017USD ($)TradingDays | Mar. 16, 2017USD ($)TradingDays | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) |
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Conversion eligibility amount | $ 574,618 | |||||||||||||||||||||||||||
Principal amount | 2,316,093 | |||||||||||||||||||||||||||
Beneficial conversion feature | 1,821,351 | $ 416,596 | ||||||||||||||||||||||||||
Additional paid in capital | 5,919,152 | $ 2,880,467 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 200,000 | |||||||||||||||||||||||||||
Notes payable interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||
Convertible price for interest payment percentage | 65.00% | 65.00% | ||||||||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 10 | 10 | ||||||||||||||||||||||||||
Conversion share price | $ / shares | $ 0.44 | $ 0.11 | ||||||||||||||||||||||||||
Maturity date | Aug. 3, 2018 | May 3, 2018 | ||||||||||||||||||||||||||
Consulting for corporate communications services | $ 260,000 | $ 20,000 | ||||||||||||||||||||||||||
Consulting for corporate communications services compensated | 10,000 | 10,000 | ||||||||||||||||||||||||||
Additional corporate communications services issued | $ 30,000 | |||||||||||||||||||||||||||
Cash payments | 60,000 | |||||||||||||||||||||||||||
Outstanding balance | 100,000 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Fourth quarter of Fiscal Year 2018 [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 100,000 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Forbearance Agreement with SkyBridge Ventures LLC [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | |||||||||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | |||||||||||||||||||||||||||
Conversion eligibility amount | $ 35,000 | |||||||||||||||||||||||||||
Description of conversion periods | SkyBridge was changed from August 8, 2017 to September 12, 2017. | |||||||||||||||||||||||||||
Conversion share price | $ / shares | $ 0.04505 | |||||||||||||||||||||||||||
Maturity date | Jun. 30, 2018 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor Group [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 80,000 | $ 32,500 | $ 75,000 | $ 87,500 | $ 80,000 | $ 75,000 | ||||||||||||||||||||||
Notes payable maturity date term | The notes had a maturity of nine (9) months. | The notes had a maturity of six (6) months. | The notes had a maturity of one (1) year. | The notes had a maturity of six (6) months. | The notes had a maturity of nine (9) months. | The notes had a maturity of one (1) year. | ||||||||||||||||||||||
Notes payable interest rate | 12.00% | 8.00% | 12.00% | 8.00% | 12.00% | 12.00% | ||||||||||||||||||||||
Convertible price for interest payment percentage | 60.00% | 80.00% | 50.00% | 50.00% | 60.00% | 50.00% | ||||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 25 | 20 | 20 | 20 | 25 | 20 | ||||||||||||||||||||||
Principal amount | $ 75,000 | |||||||||||||||||||||||||||
Conversion of common stock | $ 2,076 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor Group [Member] | First quarter of Fiscal Year 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 7,500 | $ 4,576 | ||||||||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | |||||||||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | |||||||||||||||||||||||||||
Maturity date | Jun. 30, 2018 | Dec. 20, 2017 | ||||||||||||||||||||||||||
Conversion of common stock | $ 95,000 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor Group [Member] | Second quarter of Fiscal Year 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 460,274 | $ 421,644 | ||||||||||||||||||||||||||
Notes payable interest rate | 8.00% | |||||||||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | |||||||||||||||||||||||||||
Maturity date | Nov. 6, 2018 | Nov. 6, 2018 | ||||||||||||||||||||||||||
Additional paid in capital | $ 42,000 | $ 40,000 | ||||||||||||||||||||||||||
Debt conversion rate, description | The conversion rate was reduced to 50%, look-back date changed from twenty-five days to twenty and the interest rate was reduced to 8%. | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor Group [Member] | Second quarter of Fiscal Year 2018 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Conversion share price | $ / shares | $ 0.06 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor Group [Member] | Second quarter of Fiscal Year 2018 [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Conversion share price | $ / shares | $ 0.03 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor Group [Member] | Third quarter of Fiscal Year 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Conversion share price | $ / shares | $ 0.04505 | $ 0.04505 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor Group [Member] | Fourth quarter of Fiscal Year 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Conversion share price | $ / shares | $ 0.09 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 210,000 | $ 62,500 | $ 75,000 | $ 110,000 | $ 56,000 | $ 78,750 | $ 48,647 | $ 222,750 | $ 75,000 | $ 52,500 | $ 225,000 | $ 210,000 | $ 60,000 | $ 75,000 | $ 52,500 | $ 66,500 | ||||||||||||
Notes payable interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 12.00% | 8.00% | 8.00% | 8.00% | 12.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 12.00% | 12.00% | |||||||||||
Convertible price for interest payment percentage | 60.00% | 60.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 55.00% | 50.00% | 60.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||
Trading days immediately prior to conversion | TradingDays | 15 | 15 | 20 | 25 | 20 | 20 | 20 | 20 | 20 | 15 | 20 | 20 | 20 | 20 | 25 | 25 | ||||||||||||
Maturity date | Jun. 1, 2019 | Apr. 10, 2019 | Nov. 15, 2018 | Jan. 10, 2019 | Jun. 6, 2018 | Nov. 6, 2018 | Sep. 8, 2018 | Jun. 5, 2018 | Oct. 18, 2018 | Apr. 30, 2019 | Sep. 8, 2018 | Dec. 27, 2018 | Nov. 15, 2018 | Oct. 18, 2018 | Mar. 21, 2018 | |||||||||||||
Beneficial conversion feature | $ 100,000 | |||||||||||||||||||||||||||
Description of shares transactions | The Company entered into a convertible promissory note and a security purchase agreement dated July 31, 2017 and funded on August 1, 2017, in the amount of $100,000. The lender was Labrys Fund, LP. As part of this transaction, the Company issued Labrys a block of 400,650 “Commitment Shares”. These shares, although issued to Labrys, were to be returned to the Company should the Company pay off the note prior to the 6 month maturity date. In September of 2017, to facilitate the issuance of additional operating capital, the Company and Labrys agreed that Labrys shall be entitled to keep 100,000 of the 400,650 Commitment Shares in the event of a timely retirement of the debt. | |||||||||||||||||||||||||||
Securities purchase agreement | $ 315,000 | $ 150,000 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement [Member] | Four Tranches [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Securities purchase agreement | $ 78,750 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement [Member] | June 30, 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ 195,457 | $ 48,630 | $ 40,116 | $ 58,466 | $ 17,193 | $ 47,336 | $ 187,397 | $ 66,818 | $ 30,084 | $ 28,356 | ||||||||||||||||||
Additional paid in capital | $ 42,719 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement [Member] | Third quarter of Fiscal Year 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Shares issued to noteholder | shares | 200,650 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement [Member] | Fourth quarter of Fiscal Year 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Conversion eligibility amount | 150,000 | |||||||||||||||||||||||||||
Conversion share price | $ / shares | $ 0.13495 | |||||||||||||||||||||||||||
Conversion of common stock | $ 72,750 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement One [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 60,000 | $ 45,551 | $ 52,000 | |||||||||||||||||||||||||
Notes payable interest rate | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | 50.00% | 60.00% | |||||||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | 20 | 15 | |||||||||||||||||||||||||
Maturity date | Dec. 27, 2018 | Jun. 18, 2019 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement One [Member] | June 30, 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ 36,000 | $ 16,099 | $ 50,290 | |||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement Two [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Convertible notes payable | $ 115,000 | |||||||||||||||||||||||||||
Notes payable interest rate | 8.00% | |||||||||||||||||||||||||||
Convertible price for interest payment percentage | 70.00% | |||||||||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 10 | |||||||||||||||||||||||||||
Maturity date | Mar. 2, 2019 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and A Security Purchase Agreement Two [Member] | June 30, 2018 [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ 77,192 |
Derivative Liability (Details)
Derivative Liability (Details) | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Derivative Liability (Textual) | |
Loss in fair value of derivative | $ 88,329 |
Short and Long Term Borrowing39
Short and Long Term Borrowings (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Disclosure [Abstract] | ||
Bank Loan | $ 1,000 | $ 3,096 |
Total borrowings | 1,000 | 3,096 |
Less: current portion | (1,000) | (3,096) |
Long term debt |
Short and Long Term Borrowing40
Short and Long Term Borrowings (Details Textual) - USD ($) | Nov. 24, 2010 | Jun. 30, 2018 | Jun. 30, 2017 |
Short and Long Term Borrowings (Textual) | |||
Small business loan working capital guaranteed percent | 90.00% | ||
Term of small business loan | 7 years | ||
Term of small business loan, description | The term of the loan is seven years until full amortization and currently carries an 9.75% interest rate, which is based upon Wall Street Journal (“WSJ”) Prime 5.00 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period. | ||
Interest rate of small business loan | 9.75% | ||
Interest expense | $ 223 | $ 714 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 12 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Outstanding Warrants, Beginnig | 300,000 |
Outstanding Warrants, Issued | 1,105,000 |
Outstanding Warrants, Expired | |
Outstanding warrants, Ending | 1,405,000 |
0.15 [Member] | |
Outstanding Warrants, Exercise Price | $ / shares | $ 0.15 |
Outstanding Warrants, Beginnig | |
Outstanding Warrants, Issued | 500,000 |
Outstanding Warrants, Expired | |
Outstanding warrants, Ending | 500,000 |
0.20 [Member] | |
Outstanding Warrants, Exercise Price | $ / shares | $ 0.20 |
Outstanding Warrants, Beginnig | |
Outstanding Warrants, Issued | 105,000 |
Outstanding Warrants, Expired | |
Outstanding warrants, Ending | 105,000 |
0.30 [Member] | |
Outstanding Warrants, Exercise Price | $ / shares | $ 0.30 |
Outstanding Warrants, Beginnig | |
Outstanding Warrants, Issued | 500,000 |
Outstanding Warrants, Expired | |
Outstanding warrants, Ending | 500,000 |
0.75 [Member] | |
Outstanding Warrants, Exercise Price | $ / shares | $ 0.75 |
Outstanding Warrants, Beginnig | 300,000 |
Outstanding Warrants, Issued | |
Outstanding Warrants, Expired | |
Outstanding warrants, Ending | 300,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Stockholders' Deficit (Textual) | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 42,608,329 | 29,724,432 |
Common stock, shares outstanding | 42,608,329 | 29,724,432 |
Common stock issued for cash, shares | 464,085 | |
Common Stock issued for cash | $ 60,000 | |
Common stock issued for services | 554,353 | $ 186,800 |
Common stock issued for loan agreement | 574,618 | |
Aggregate intrinsic value of warrants | $ 190,475 | |
Warrants expiration term | 4 years | |
Warrants, description | The 500,000 warrants shown below at an exercise price of $.15 have not yet vested. These warrants were issued as compensation for a four-year advisory agreement. Should the advisor complete the entire term of the engagement, 150,000 warrants will vest on July 24, 2018, another 150,000 on July 24, 2019, another 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021. | |
Common stock issued for interest | $ 20,487 | |
Common Stock | ||
Stockholders' Deficit (Textual) | ||
Common stock issued for services | $ 2,658 | $ 1,098 |
Common stock issued for services, shares | 2,658,455 | 1,097,500 |
Common stock issued for loan agreement | $ 9,491 | |
Common stock issued for loan agreement, shares | 9,490,975 | |
Common stock issued for interest | $ 270 | |
Common stock issued for interest, shares | 270,382 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | |
Related Party Transactions (Textual) | |||
Repayment of related party | $ 11,795 | $ 3,417 | |
Professional Fees | 1,177,318 | 449,485 | |
Accrued expense-related party | $ 197,974 | 180,000 | |
Consulting agreement, description | The original consulting agreement for Mr. Folkson had a term of one year, and then converted into a month to month effective January 1, 2016. A new twelve month consulting agreement was entered into for Mr. Folkson effective July 1, 2018, which paid Folkson the same $6,000 monthly consulting fee. In addition, the Company made bonuses available to Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter and $3,000,000 in a quarter. Achieving those milestones would earn Folkson warrants with a $.50 strike price which must be exercised within 15 days of the respective quarterly or annual filing | ||
Chief Executive Officer [Member] | |||
Related Party Transactions (Textual) | |||
Cash received from officer and shareholders | $ 0 | 0 | |
Consulting fee (per month) | $ 6,000 | ||
Professional Fees | 72,000 | 72,000 | |
Accrued expense-related party | $ 72,000 | $ 72,000 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | (34.00%) | (34.00%) |
Effect of higher U.S. Federal statutory tax rate | 13.02% | |
State income taxes (net of federal tax benefit) | (6.00%) | 7.00% |
Permanent differences | 26.15% | 1.60% |
Valuation allowance | 6.10% | 25.40% |
True up of net operating loss | (5.27%) | |
Effective tax rate total | 0.00% | 0.00% |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 882,793 | $ 576,869 |
Valuation allowance | (882,793) | (576,869) |
Net deferred tax asset |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax (Textual) | ||
U.S. federal net operating losses | $ 3,270,000 | |
Operating loss carryforwards expiration period, description | Expire between 2033 and 2038. | |
Net change in total valuation allowance | $ 1,100,294 | |
Net operating loss carryforwards for US income taxes in future periods, description | Company experience a more than 50% change in its ownership over a 3 year period. |
Fair Value of Financial Instr47
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | 1,576,024 | 826,326 |
Total | 1,576,024 | 826,326 |
Fair Value Measurements, Level 1 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | 1,576,024 | 826,326 |
Total | 1,576,024 | 826,326 |
Fair Value Measurements, Level 2 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | ||
Total | ||
Fair Value Measurements, Level 3 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | ||
Total |
Net Loss Per Share of Common 48
Net Loss Per Share of Common Stock (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||
Numerator - basic and diluted loss per share net loss | $ (5,239,493) | $ (915,417) |
Net loss available to common stockholders | $ (5,239,494) | $ (915,417) |
Denominator - basic and diluted loss per share - weighted average common shares outstanding | 35,544,034 | 29,020,192 |
Basic and diluted earnings per share | $ (0.15) | $ (0.03) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 08, 2018 | Aug. 03, 2018 | Jul. 11, 2018 | Jul. 03, 2018 | Sep. 21, 2018 | Sep. 06, 2018 | Aug. 28, 2018 | Aug. 22, 2018 | Jul. 31, 2018 | Jul. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Subsequent Events (Textual) | ||||||||||||
Restricted common shares, description | The 500,000 warrants shown below at an exercise price of $.15 have not yet vested. These warrants were issued as compensation for a four-year advisory agreement. Should the advisor complete the entire term of the engagement, 150,000 warrants will vest on July 24, 2018, another 150,000 on July 24, 2019, another 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021. | |||||||||||
Principal amount | $ 2,316,093 | |||||||||||
Converted of principal and interest | $ 574,618 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Shares of common stock issued | 464,085 | 100,000 | ||||||||||
Subsequent Events [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Common stock, description | As of the time and date of this filing, the Company has issued 230,948 shares in conjunction with said agreements. These shares are accounted for in the outstanding share count reported in this Filing. An additional 123,000 shares have been committed and not yet issued as of the time of this filing. | |||||||||||
Subsequent Events [Member] | Common Stock [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Common stock, description | There are 10,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. A Stock has no conversion, dividend or liquidation rights Accordingly, the holders of A Stock will, by reason of their voting power be able to control the affairs of the Registrant. The foregoing is only a summary of the certificate of designation for the A Stock, which is filed as an exhibit hereto, The Registrant has issued 1,000 shares of A Stock to Sean Folkson, giving him effective voting control over the Registrant’s affairs. | |||||||||||
Subsequent Events [Member] | Eagle Equities, LLC. [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Proceeds from promissory note | $ 103,005 | $ 200,000 | $ 78,000 | |||||||||
Principal amount | $ 45,000 | $ 20,000 | $ 25,000 | $ 20,000 | $ 20,000 | |||||||
Shares of common stock issued | 314,000 | 163,701 | 192,511 | 149,968 | 139,289 | |||||||
Conversion price | $ 0.15 | $ .1285 | $ .1365 | $ .14 | $ .15 | |||||||
Converted of principal and interest | $ 2,100 | $ 1,035.56 | $ 1,277.78 | $ 995.56 | $ 893.33 | |||||||
Subsequent Events [Member] | Regal Consulting, LLC. [Member] | ||||||||||||
Subsequent Events (Textual) | ||||||||||||
Proceeds from promissory note | $ 108,000 |