Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Oct. 11, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NightFood Holdings, Inc. | |
Entity Central Index Key | 0001593001 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-K | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 55,374,821 | |
Entity File Number | 333-193347 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation Status Country Code | NV | |
Entity Shell Company | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Public Float | $ 19,434,770 | |
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash | $ 30,142 | $ 48,440 |
Accounts receivable (net of allowance of $0 and $0, respectively) | 45,086 | |
Inventories | 406,439 | 103,209 |
Other current assets | 1,000 | 3,210 |
Total current assets | 482,667 | 154,859 |
Total assets | 482,667 | 154,859 |
Current liabilities: | ||
Accounts payable | 496,809 | 215,782 |
Accrued expense-related party | 33,974 | 197,974 |
Convertible notes payable-net of debt discounts and unamortized beneficial conversion feature | 1,117,741 | 633,870 |
Fair value of derivative liabilities | 1,306,748 | 1,765,187 |
Short-term borrowings | 1,000 | |
Total current liabilities | 29,955,272 | 2,813,813 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, ($0.001 par value, 200,000,000 shares authorized, and 53,773,856 issued and outstanding as of June 30, 2019 and 42,608,329 outstanding as of June 30, 2018, respectively) | 53,774 | 42,608 |
Preferred stock, ($0.001 par value, 100,000,000 shares authorized, and 1,000 issued and outstanding as of June 30, 2019 and 0 outstanding as of June 30, 2018, respectively) | 1 | |
Additional paid in capital | 10,692,679 | 5,919,152 |
Accumulated deficit | (13,219,059) | (8,620,714) |
Total stockholders' deficit | (2,472,605) | (2,658,954) |
Total Liabilities and Stockholders' Deficit | $ 482,667 | $ 154,859 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 53,773,856 | 42,608,329 |
Common stock, shares outstanding | 53,773,856 | 42,608,329 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 352,172 | $ 196,742 |
Operating expenses | ||
Cost of product sold | 190,251 | 116,158 |
Advertising and promotional | 732,297 | 189,352 |
Selling, general and administrative | 559,996 | 551,962 |
Professional Fees | 781,178 | 1,177,318 |
Total operating expenses | 2,263,722 | 2,034,790 |
Loss from operations | (1,911,550) | (1,838,048) |
Other expenses | ||
Interest expense - bank debt | 223 | |
Interest expense - shareholder | 95,805 | 20,487 |
Interest expense - other | 83,223 | 221,730 |
Change in fair value of derivative liability | 712,627 | 954,999 |
Amortization of Beneficial Conversion Feature | 1,794,359 | 2,193,891 |
Other Expense | 779 | 10,115 |
Total other expenses | 2,686,793 | 3,401,445 |
Provision for income tax | ||
Net loss | $ (4,598,343) | $ (5,239,493) |
Basic and diluted net loss per common share | $ (0.09) | $ (0.15) |
Weighted average shares of capital outstanding - basic and diluted | 47,827,114 | 35,544,034 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock | Preferred Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Beginning balance at Jun. 30, 2017 | $ 29,725 | $ 2,880,467 | $ (3,381,221) | $ (471,029) | |
Beginning 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 warrants, shares | |||||
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 | ||||
Common stock issued for services | $ 484 | $ 1 | 345,172 | 345,657 | |
Common stock issued for services, shares | 483,808 | 1,000 | |||
Common stock issued for interest | $ 668 | 95,137 | 95,805 | ||
Common stock issued for interest, shares | 667,959 | ||||
Common stock issued for accounts payable | $ 282 | 63,568 | 63,850 | ||
Common stock issued for accounts payable, shares | 281,957 | ||||
Common stock issued for cash | $ 84 | 49,916 | 50,000 | ||
Common stock issued for cash, shares | 84,389 | ||||
Issuance of warrants | $ 400 | 164,426 | 164,826 | ||
Issuance of warrants, shares | 400,000 | ||||
Issuance of common stock for debt | $ 9,248 | 1,318,705 | 1,327,953 | ||
Issuance of common stock for debt, shares | 9,247,414 | ||||
Beneficial Conversion Feature for debt discount | 2,736,603 | 2,736,601 | |||
Net loss | (4,598,343) | (4,598,343) | |||
Ending balance at Jun. 30, 2019 | $ 53,774 | $ 1 | $ 10,692,677 | $ (13,219,059) | $ (2,472,605) |
Ending balance, shares at Jun. 30, 2019 | 53,773,856 | 1,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,598,343) | $ (5,239,493) |
Adjustments to reconcile net loss to net cash used in operations activities: | ||
Stock issued for services | 345,656 | 554,353 |
Amortization of debt discount and deferred financing fees | 1,794,359 | 2,776,811 |
Warrants issued for services | 44,826 | 20,759 |
Change in derivative liability | 795,699 | 88,329 |
Stock issued for interest | 95,805 | 20,487 |
Change in operating assets and liabilities: | ||
Accounts receivable | (45,086) | 382 |
Inventories | (303,230) | (7,344) |
Other current assets | 2,210 | 282 |
Accounts payable | 344,878 | 9,823 |
Accrued expenses | (44,001) | 17,974 |
Net cash used in operating activities | (1,567,227) | (1,757,638) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock | 50,000 | 60,000 |
Proceeds from the issuance of debt-net | 1,602,005 | 2,316,093 |
Repayment of convertible debt | (102,076) | (581,250) |
Repayment of short-term debt | (1,000) | (2,096) |
Advance from shareholders | 10,800 | |
Repayment of related party advance | (11,795) | |
Net cash provided by financing activities | 1,548,929 | 1,791,752 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 18,298 | 34,114 |
Cash and cash equivalents, beginning of year | 48,440 | 14,326 |
Cash and cash equivalents, end of year | 30,142 | 48,440 |
Cash Paid For: | ||
Interest | 95,805 | 30,564 |
Income taxes | ||
Summary of Non-Cash Investing and Financing Information: | ||
Debt discount due to beneficial conversion feature | 1,482,314 | 1,559,886 |
Value of embedded derivative liabilities | $ 1,327,953 | $ 574,618 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 2019 | |
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 ice cream 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 seeking to license such property to operating partners in the CBD and marijuana space. ● 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, 2019 | |
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. Reclassification ● The Company may make certain reclassifications to prior period amounts to conform with the current year's presentation. These reclassifications did not have a material effect on its consolidated statement of financial position, results of operations or cash flows. 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 Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to establish ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. 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 July 1, 2019. 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 net realizable value, 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 $732,297 and $189,352 for the years ended June 30, 2019 and 2018, 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 606 Revenue Recognition, to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, this revenue generation requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ● 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. The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company's previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company's results of operations, financial condition and/or financial statement disclosures. The adoption of ASC 606 did not result in a change to the accounting for any of the Company's revenue streams that are within the scope of the amendments. The Company's services that fall within the scope of ASC 606 are recognized as revenue as the Company satisfies its obligation to the customer. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein, beginning after July 1, 2018. The Company adopted ASU 2014-09 and its related amendments (collectively known as "ASC 606") during the first quarter of fiscal 2019 using the full retrospective method 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, 2019 and 2018 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, 2019 | |
Going Concern [Abstract] | |
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, 2019 | |
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 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, 2019 and June 30, 2018, respectively. |
Customer Concentrations
Customer Concentrations | 12 Months Ended |
Jun. 30, 2019 | |
Customer Concentrations [Abstract] | |
Customer Concentrations | 5. Customer Concentrations ● During the year ended June 30, 2019, two customers accounted for greater than 10% of revenues |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories ● Inventories consists of the following at June 30, 2019 and 2018. 2019 2018 Finished Goods-bars $ 30,800 $ 96,116 Finished Goods-ice cream 346,229 - Raw materials - ingredients 25,477 - Packaging 3,933 7,093 TOTAL $ 406,439 $ 103,209 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, 2019 | |
Other Current Liabilities [Abstract] | |
Other Current Liabilities | 7. Other Current Liabilities ● Other current liabilities consist of the following at June 30, 2019 and 2018. 2019 2018 Accrued consulting fees – related party $ 33,974 $ 197,974 TOTAL $ 33,974 $ 197,974 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 8. Convertible Notes Payable ● Convertible Notes Payable consist of the following at June 30, 2019 and 2018. 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. As of June 30, 2019, the BCF was $0. 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, 2019, the BCF was $0. 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 $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, 2019, the BCF was $0. This note has been successfully retired. 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, 2019, the BCF was $0. 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, 2019, the BCF was $0. This note has been successfully retired. 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 had a maturity of January 10, 2019 and interest rate of 8% per annum and was 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. This note has been successfully retired 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. 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, 2019, the BCF was $0. 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 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, 2019, the BCF was $0. 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 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, 2019, the BCF was $0. This note has been successfully retired. 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, 2019, the BCF was $0. This note has been successfully retired. 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, 2019, the BCF was $0. On June 5, 2018, the Company received cash in conjunction with a convertible promissory note and Securities Purchase Agreement dated June 5, 2018. The note was in the amount of in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 6, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest trading 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, 2019, the BCF was $0. 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. This note has been successfully retired. 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, 2019, the BCF was $0. This note has been successfully retired. On July 2, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated July 12, 2018, in the amount of $207,000. The lender was Eagle Equities, LLC. The notes have a maturity of July 12, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest trading 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, 2019, the BCF was $1,134. On August 2, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated August 2, 2018, in the amount of $107,005. The lender was Eagle Equities, LLC. The notes have a maturity of August 2, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest trading 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, 2019, the BCF was $0. This note has been successfully retired. On September 7, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated September 7, 2018, in the amount of $78,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 7, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest trading 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, 2019, the BCF was $0. This note has been successfully retired. On October 5, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated October 5, 2018, in the amount of $104,000. The lender was Eagle Equities, LLC. The notes have a maturity of October 5, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest trading 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, 2019, the BCF was $0. This note has been successfully retired. On November 16, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated November 16, 2018, in the amount of $130,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 16, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest trading 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, 2019, the BCF was $48,795. On December 18, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated December 18, 2018, in the amount of $130,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 18, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest trading 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, 2019, the BCF was $60,425. On January 28, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated January 28, 2019, in the amount of $234,000. The lender was Eagle Equities, LLC. The notes have a maturity of January 28, 2020 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest trading 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, 2019, the BCF was $131,528. On February 14, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated February 14, 2019, in the amount of $104,000. The lender was Eagle Equities, LLC. The notes have a maturity of February 14, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest trading 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, 2019, the BCF was $56,821. On April 29, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated April 29, 2019, in the amount of $208,000. The lender was Eagle Equities, LLC. The notes have a maturity of April 29, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest trading 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, 2019, the BCF was $141,204. On June 11, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated June 11, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 11, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest trading 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, 2019, the BCF was $227,713. Below is a reconciliation of the convertible notes payable as presented on the Company's balance sheet as of June 30, 2019: Convertible notes payable issued as of June 30, 2018 $ 633,870 Convertible notes payable issued as of June 30, 2019 1,602,005 Unamortized amortization of debt and beneficial conversion feature 311,895 Notes paid (102,076 ) Notes converted into shares of common stock (1,327,953 ) Balance at June 30, 2019 $ 1,117,741 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jun. 30, 2019 | |
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, 2019, the Company recorded a loss in fair value of derivative $712,627. 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, 2019 | |
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, June 30, Bank Loan $ 0 $ 1,000 Total borrowings 0 1,000 Less: current portion 0 (1,000 ) Long term debt $ - $ - Interest expense for the years ended June 30, 2019 and 2018, totaled $0 and $714, respectively. This liability was satisfied during the 2018 fiscal year. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jun. 30, 2019 | |
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 53,773,856 and 42,608,329 shares of its $0.001 par value common stock issued and outstanding as of June 30, 2019 and 2018 respectively. ● During the year ended June 30, 2019: ● the Company sold 84,389 shares of common stock for cash proceeds of $50,000, ● and issued 483,808 shares of common stock for services with a fair value of $345,656, and issued 281,957 shares of common stock for payment of certain accounts payable liabilities with a fair value of $63,850, and issued 400,000 shares of common stock for the exercise of warrants valued at $120,000, ● and issued 667,959 shares of common stock in consideration of interest payments with a fair value of $95,805, ● and issued 9,247,414 shares of common stock as consideration for convertible debt with a fair value of $1,327,953. Preferred Stock On July 9 th In addition to his ownership of the common stock, Mr. Folkson owns 1,000 shares of our Series A Preferred Stock ("A Stock") which votes with the common stock and has an aggregate of 100,000,000 votes. Dividends ● The Company has never declared dividends. Warrants ● The following is a summary of the Company's outstanding common stock purchase warrants. A portion of 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. 150,000 warrants vested on July 24, 2018, another 150,000 on July 24, 2019, another would vest 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021, should advisor complete the term of his engagement. The aggregate intrinsic value of the warrants as of June 30, 2019 is $318,450. Outstanding at Issued / (exercised) Outstanding Exercise Price June 30, in Expired June 30, $ 0.15 500,000 - 500,000 $ 0.20 105,000 - 105,000 $ 0.30 500,000 (400,000 ) - 100,000 $ 0.40 - 150,000 - 150,000 $ 0.75 300,000 - - 300,000 1,405,000 (250,000 ) - 1,155,000 Options ● The Company has never issued options. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions ● During the fiscal year ended June 30, 2019 Mr. Folkson exercised his warrant option and received 400,000 shares of our common stock valued at $120,000. ● 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 2019 and 2018 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, 2019, 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 and $1 strike price which would need to be exercised within 90 days of the respective quarterly or annual filing |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2019 | |
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, 2019 2018 Statutory U.S. federal rate (21.00 )% (34.0 )% Effect of higher U.S. Federal statutory tax rate - % 13.02 % State income taxes (net of federal tax benefit) (7.00 )% (6.0 )% Permanent differences 6.70 % 26.15 % Valuation allowance (21.3 )% 6.10 % 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: 2019 2018 Deferred tax assets: Net operating loss carry-forwards $ 1,155,359 882,793 Valuation allowance (1,155,359 ) (882,793 ) Net deferred tax asset $ - $ - At June 30, 2019 the Company had estimated U.S. federal net operating losses of approximately $ 5,307,000 for income tax purposes. $ 2,614,000 will expire between 2031 and 2037 while the balance of the tax operating loss can be carried forward indefinitely. 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, 2019 was an increase of $329,033. 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, 2019 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, 2018, 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, 2019 | |
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 2019 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ $ - $ 1,748,000 $ 1,748,000 Total $ $ - $ 1,748,000 $ 1,748,000 Fiscal 2018 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ $ - $ 1,576,024 $ 1,576,024 Total $ $ - $ 1,576,024 $ 1,576,024 |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Jun. 30, 2019 | |
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. 2019 2018 Numerator - basic and diluted loss per share net loss $ (4,598,343 ) $ (5,239,494 ) Net loss available to common stockholders $ (4,598,343 ) $ (5,239,494 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 47,827,114 35,544,034 Basic and diluted earnings per share $ (0.09 ) $ (0.15 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events ● On July 5, 2019 the Company entered into a convertible promissory note and security purchase agreement dated and funded July 5, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. ● On August 8, 2019 the Company entered into a convertible promissory note and security purchase agreement dated and funded August 8, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. ● On August 29, 2019 the Company entered into a convertible promissory note and security purchase agreement dated and funded August 29, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. ● On August 27, 2019, The Company issued 199,640 shares to 22 influencers and consultants. 23,256 of these shares were issued as payment in lieu of cash. ● On September 30, 2019, The Company issued 93,762 shares to 5 influencers, vendors and consultants for services ● On September 24, 2019 the Company entered into a convertible promissory note and security purchase agreement dated and funded September 24, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. ● Subsequent to the end of the Fiscal Year, noteholder Eagle Equities converted $337,000 of principal and $26,597.56 of interest of outstanding notes to stock. The average conversion price in these transactions was $.22175. 1,519,753 shares were issued to the noteholder in these transactions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
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. |
Reclassification | Reclassification ● The Company may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on its consolidated statement of financial position, results of operations or cash flows. |
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 Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, to establish ASC Topic 606, (ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. 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 July 1, 2019. 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 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 $732,297 and $189,352 for the years ended June 30, 2019 and 2018, 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 606 Revenue Recognition, to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, this revenue generation requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ● 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. The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company's previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company's results of operations, financial condition and/or financial statement disclosures. The adoption of ASC 606 did not result in a change to the accounting for any of the Company's revenue streams that are within the scope of the amendments. The Company's services that fall within the scope of ASC 606 are recognized as revenue as the Company satisfies its obligation to the customer. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein, beginning after July 1, 2018. The Company adopted ASU 2014-09 and its related amendments (collectively known as "ASC 606") during the first quarter of fiscal 2019 using the full retrospective method |
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, 2019 and 2018 the Company did not have any uninsured cash deposits. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | 2019 2018 Finished Goods-bars $ 30,800 $ 96,116 Finished Goods-ice cream 346,229 - Raw materials - ingredients 25,477 - Packaging 3,933 7,093 TOTAL $ 406,439 $ 103,209 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | 2019 2018 Accrued consulting fees – related party $ 33,974 $ 197,974 TOTAL $ 33,974 $ 197,974 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable issued as of June 30, 2018 $ 633,870 Convertible notes payable issued as of June 30, 2019 1,602,005 Unamortized amortization of debt and beneficial conversion feature 311,895 Notes paid (102,076 ) Notes converted into shares of common stock (1,327,953 ) Balance at June 30, 2019 $ 1,117,741 |
Short and Long Term Borrowings
Short and Long Term Borrowings (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of short and long term borrowings | June 30, June 30, Bank Loan $ 0 $ 1,000 Total borrowings 0 1,000 Less: current portion 0 (1,000 ) Long term debt $ - $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of aggregate intrinsic value of the warrants | Outstanding at Issued / (exercised) Outstanding Exercise Price June 30, in Expired June 30, $ 0.15 500,000 - 500,000 $ 0.20 105,000 - 105,000 $ 0.30 500,000 (400,000 ) - 100,000 $ 0.40 - 150,000 - 150,000 $ 0.75 300,000 - - 300,000 1,405,000 (250,000 ) - 1,155,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of statutory income tax rates and effective tax rate | June 30, 2019 2018 Statutory U.S. federal rate (21.00 )% (34.0 )% Effect of higher U.S. Federal statutory tax rate - % 13.02 % State income taxes (net of federal tax benefit) (7.00 )% (6.0 )% Permanent differences 6.70 % 26.15 % Valuation allowance (21.3 )% 6.10 % True up of net operating loss - % (5.27 )% 0.0 % 0.0 % |
Schedule of deferred tax assets | 2019 2018 Deferred tax assets: Net operating loss carry-forwards $ 1,155,359 882,793 Valuation allowance (1,155,359 ) (882,793 ) Net deferred tax asset $ - $ - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy under assets and liabilities | Fiscal 2019 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ $ - $ 1,748,000 $ 1,748,000 Total $ $ - $ 1,748,000 $ 1,748,000 Fiscal 2018 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ $ - $ 1,576,024 $ 1,576,024 Total $ $ - $ 1,576,024 $ 1,576,024 |
Net Loss per Share of Common _2
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | 2019 2018 Numerator - basic and diluted loss per share net loss $ (4,598,343 ) $ (5,239,494 ) Net loss available to common stockholders $ (4,598,343 ) $ (5,239,494 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 47,827,114 35,544,034 Basic and diluted earnings per share $ (0.09 ) $ (0.15 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Summary of Significant Accounting Policies (Textual ) | ||
Advertising costs | $ 732,297 | $ 189,352 |
Public relations | ||
Packaging costs | ||
Revenue [Member] | ||
Summary of Significant Accounting Policies (Textual ) | ||
Concentration risk, percentage | 10.00% |
Customer Concentrations (Detail
Customer Concentrations (Details) | 12 Months Ended |
Jun. 30, 2019Customers | |
Customer Concentrations [Abstract] | |
Concentrage risk, percentage | 10.00% |
Number of customers | 2 |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods - bars | $ 30,800 | $ 96,116 |
Finished goods - ice cream | 346,229 | |
Raw materials - ingredients | 25,477 | |
Packaging | 3,933 | 7,093 |
TOTAL | $ 406,439 | $ 103,209 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Other Current Liabilities [Abstract] | ||
Accrued consulting fees - related party | $ 33,974 | $ 197,974 |
TOTAL | $ 33,974 | $ 197,974 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Convertible notes payable issued as of June 30, 2018 | $ 633,870 | |
Convertible notes payable issued as of June 30, 2019 | 1,602,005 | |
Unamortized amortization of debt and beneficial conversion feature | 311,895 | |
Notes paid | (102,076) | |
Notes converted into shares of common stock | $ (1,327,953) | |
Balance at June 30, 2019 | $ 1,117,741 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Textual) | Jun. 11, 2019USD ($)TradingDays | Dec. 18, 2018USD ($)TradingDays | Nov. 16, 2018USD ($)TradingDays | Oct. 05, 2018USD ($)TradingDays | Sep. 07, 2018USD ($)TradingDays | Aug. 02, 2018USD ($)TradingDays | Jul. 02, 2018USD ($)TradingDays | Jun. 18, 2018USD ($)TradingDays | Jun. 05, 2018USD ($)TradingDays | Apr. 30, 2018USD ($)TradingDays | Apr. 10, 2018USD ($)TradingDays | Mar. 02, 2018USD ($)TradingDays | Jan. 31, 2018USD ($)TradingDays | Jan. 10, 2018USD ($)TradingDays | Dec. 27, 2017USD ($)TradingDays | Nov. 15, 2017USD ($)TradingDays | Nov. 06, 2017USD ($)TradingDays | Apr. 29, 2019USD ($)TradingDays | Feb. 14, 2019USD ($)TradingDays | Jan. 28, 2019USD ($)TradingDays | Sep. 08, 2017USD ($)TradingDays | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Notes Payable (Textual) | |||||||||||||||||||||||
Additional paid in capital | $ 10,692,679 | $ 5,919,152 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement [Member] | |||||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||||
Convertible notes payable | $ 300,000 | $ 130,000 | $ 130,000 | $ 104,000 | $ 78,000 | $ 107,005 | $ 207,000 | $ 52,500 | $ 210,000 | $ 225,000 | $ 62,500 | $ 75,000 | $ 210,000 | $ 110,000 | $ 60,000 | $ 75,000 | $ 48,647 | $ 208,000 | $ 104,000 | $ 234,000 | $ 222,750 | ||
Notes payable interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||
Convertible price for interest payment percentage | 70.00% | 65.00% | 65.00% | 65.00% | 65.00% | 60.00% | 60.00% | 50.00% | 60.00% | 60.00% | 60.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 70.00% | 70.00% | 65.00% | 50.00% | ||
Trading days immediately prior to conversion | TradingDays | 15 | 15 | 15 | 15 | 15 | 15 | 15 | 20 | 15 | 15 | 15 | 20 | 20 | 20 | 20 | 20 | 20 | 15 | 15 | 15 | 20 | ||
Maturity date | Jun. 11, 2020 | Dec. 18, 2019 | Nov. 16, 2019 | Oct. 5, 2019 | Sep. 7, 2019 | Aug. 2, 2019 | Jul. 12, 2019 | Oct. 18, 2018 | Jun. 6, 2019 | Apr. 30, 2019 | Apr. 10, 2019 | Nov. 15, 2018 | Sep. 8, 2018 | Jan. 10, 2019 | Dec. 27, 2018 | Nov. 15, 2018 | Nov. 6, 2018 | Apr. 29, 2020 | Feb. 14, 2020 | Jan. 28, 2020 | Sep. 8, 2018 | ||
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement [Member] | June 30, 2019 [Member] | |||||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||||
Additional paid in capital | $ 227,713 | $ 60,425 | $ 48,795 | $ 0 | $ 0 | $ 0 | $ 1,134 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 141,204 | $ 56,821 | $ 131,528 | $ 0 | |||||
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement One [Member] | |||||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||||
Convertible notes payable | $ 52,000 | $ 60,000 | $ 45,551 | ||||||||||||||||||||
Notes payable interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Convertible price for interest payment percentage | 60.00% | 50.00% | 50.00% | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 15 | 20 | 20 | ||||||||||||||||||||
Maturity date | Jun. 18, 2019 | Dec. 27, 2018 | Nov. 6, 2018 | ||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement One [Member] | June 30, 2019 [Member] | |||||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||||
Additional paid in capital | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note and a Security Purchase Agreement Two [Member] | |||||||||||||||||||||||
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, 2019 [Member] | |||||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||||
Additional paid in capital | $ 0 |
Derivative Liability (Details)
Derivative Liability (Details) | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Derivative Liability (Textual) | |
Loss in fair value of derivative | $ 712,627 |
Short and Long Term Borrowing_2
Short and Long Term Borrowings (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Debt Disclosure [Abstract] | ||
Bank loan | $ 1,000 | |
Total borrowings | 1,000 | |
Less: current portion | (1,000) | |
Long term debt |
Short and Long Term Borrowing_3
Short and Long Term Borrowings (Details Textual) - USD ($) | Nov. 24, 2010 | Jun. 30, 2019 | Jun. 30, 2018 |
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 | $ 714 |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) | 12 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Outstanding Warrants, Beginning | 1,405,000 |
Outstanding Warrants, Issued | (250,000) |
Outstanding Warrants, Expired | |
Outstanding Warrants, Ending | 1,155,000 |
0.15 [Member] | |
Outstanding Warrants, Exercise Price [$ / Shares] | $ / shares | $ 0.15 |
Outstanding Warrants, Beginning | 500,000 |
Outstanding Warrants, Expired | |
Outstanding Warrants, Ending | 500,000 |
0.20 [Member] | |
Outstanding Warrants, Exercise Price [$ / Shares] | $ / shares | $ 0.20 |
Outstanding Warrants, Beginning | 105,000 |
Outstanding Warrants, Expired | |
Outstanding Warrants, Ending | 105,000 |
0.30 [Member] | |
Outstanding Warrants, Exercise Price [$ / Shares] | $ / shares | $ 0.30 |
Outstanding Warrants, Beginning | 500,000 |
Outstanding Warrants, Issued | (400,000) |
Outstanding Warrants, Expired | |
Outstanding Warrants, Ending | 100,000 |
0.40 [Member] | |
Outstanding Warrants, Exercise Price [$ / Shares] | $ / shares | $ 0.40 |
Outstanding Warrants, Beginning | |
Outstanding Warrants, Issued | 150,000 |
Outstanding Warrants, Expired | |
Outstanding Warrants, Ending | 150,000 |
0.75 [Member] | |
Outstanding Warrants, Exercise Price [$ / Shares] | $ / shares | $ 0.75 |
Outstanding Warrants, Beginning | 300,000 |
Outstanding Warrants, Issued | |
Outstanding Warrants, Expired | |
Outstanding Warrants, Ending | 300,000 |
Stockholder's Deficit (Details
Stockholder's Deficit (Details Textual) - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jul. 09, 2018 | |
Capital Stock Activity (Textual) | |||
Common stock, Shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 53,773,856 | 42,608,329 | |
Common stock, shares outstanding | 53,773,856 | 42,608,329 | |
Common stock issued for services | $ 345,656 | ||
Common stock issued for exercise of warrants | 120,000 | ||
Common stock issued for interest | 95,805 | ||
Issuance of common stock for debt | 1,327,953 | ||
Common stock issued for accounts payable | 63,850 | ||
Issuance of warrants | $ 318,450 | ||
Common stock issued for cash, shares | 84,389 | ||
Warrants expiration term | 4 years | ||
Aggregate intrinsic value of warrants | $ 318,450 | ||
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Designated preferred shares voting,description | The 1,000,000 shares 100,000 shares are designated as Series A preferred Stock Holders of Common Stock are each entitled to cast 1,000,000 votes for each Share held of record on all matters presented to shareholders. | ||
Common Stock [Member] | |||
Capital Stock Activity (Textual) | |||
Common stock issued for services, shares | 483,808 | ||
Common stock issued for exercise of warrants, Shares | 400,000 | ||
Common stock for interest, shares | 667,959 | ||
Issuance of common stock for debt, shares | 9,247,414 | ||
Common stock issued for accounts payable, shares | 281,957 | ||
Common stock issued for cash | 84,389 | 464,085 | |
Warrants, description | A portion of the 500,000 warrants shown below at an exercise price of $.15 have not yet vested. These warrants were issued as compensation for a four-year advisory agreement. 150,000 warrants vested on July 24, 2018, another 150,000 on July 24, 2019, another would vest 150,000 on July 24, 2020, and the remaining 50,000 on July 24, 2021, should advisor complete the term of his engagement. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Jul. 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transactions (Textual) | ||||
Warrant term | 4 years | |||
Professional fees | $ 781,178 | $ 1,177,318 | ||
Accrued expense-related party | $ 33,974 | 197,974 | ||
Consulting agreement, description | 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 and $1 strike price which would need to be exercised within 90 days of the respective quarterly or annual filing | |||
Mr. Folkson [Member] | ||||
Related Party Transactions (Textual) | ||||
Consulting fee (per month) | $ 6,000 | $ 6,000 | ||
Professional fees | $ 72,000 | 72,000 | ||
Accrued expense-related party | $ 72,000 | $ 72,000 | ||
Purchase of warrants shares | 400,000 | |||
Purchase of warrants value | $ 120,000 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | (21.00%) | (34.00%) |
Effect of higher U.S. Federal statutory tax rate | 13.02% | |
State income taxes (net of federal tax benefit) | (7.00%) | (6.00%) |
Permanent differences | 6.70% | 26.15% |
Valuation allowance | (21.30%) | 6.10% |
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, 2019 | Jun. 30, 2018 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 1,155,359 | $ 882,793 |
Valuation allowance | (1,155,359) | (882,793) |
Net deferred tax asset |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Income Tax (Textual) | |
U.S. federal net operating losses | $ 5,307,000 |
Operating loss carry forwards expiration period, description | Expire between 2031 and 2037. |
Net change in total valuation allowance | $ 329,033 |
Net operating loss carryforwards, description | Company experience a more than 50% change in its ownership over a 3 year period. |
Net operating loss carry-forwards | $ 2,614,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | 1,748,000 | 1,576,024 |
Total | 1,748,000 | 1,576,024 |
Level 1 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | ||
Total | ||
Level 2 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | ||
Total | ||
Level 3 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | 1,748,000 | 1,576,024 |
Total | $ 1,748,000 | $ 1,576,024 |
Net Loss per Share of Common _3
Net Loss per Share of Common Stock (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||
Numerator - basic and diluted loss per share net loss | $ (4,598,343) | $ (5,239,494) |
Net loss available to common stockholders | $ (4,598,343) | $ (5,239,494) |
Denominator - basic and diluted loss per share - weighted average common shares outstanding | 47,827,114 | 35,544,034 |
Basic and diluted earnings per share | $ (0.09) | $ (0.15) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 30, 2019 | Sep. 24, 2019 | Aug. 29, 2019 | Jun. 30, 2019 | Aug. 08, 2019 | Jul. 05, 2019 |
Subsequent Events (Textual) | ||||||
Convertible promissory note funded amount | $ 1,602,005 | |||||
Eagle Equities, LLC [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible promissory note, description | Noteholder Eagle Equities converted $337,000 of principal and $26,597.56 of interest of outstanding notes to stock. The average conversion price in these transactions was $.22175. 1,519,753 shares were issued to the noteholder in these transactions. | |||||
Subsequent Event [Member] | Consultant [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible promissory note, description | The Company issued 93,762 shares to 5 influencers, vendors and consultants for services. | |||||
Description of shares issued | The Company issued 199,640 shares to 22 influencers and consultants. 23,256 of these shares were issued as payment in lieu of cash. | |||||
Subsequent Event [Member] | Eagle Equities, LLC [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible promissory note, description | The Company entered into a convertible promissory note and security purchase agreement dated and funded September 24, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. | |||||
Convertible promissory note funded amount | $ 300,000 | $ 300,000 | $ 300,000 |