Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | NightFood Holdings, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 79,916,159 | |
Amendment Flag | false | |
Entity Central Index Key | 0001593001 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-55406 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash | $ 73,181 | $ 197,622 |
Accounts receivable (net of allowance of $0 and $0, respectively) | 44,033 | 61,013 |
Inventory | 344,914 | 275,605 |
Other current asset | 251,752 | 398,085 |
Total current assets | 713,880 | 932,325 |
Total assets | 723,880 | 932,325 |
Current liabilities: | ||
Accounts payable | 1,393,256 | 1,286,149 |
Accrued expense - related party | 9,974 | 9,974 |
Fair value of derivative liabilities | 1,312,177 | 1,590,638 |
Convertible notes payable - net of discounts | 2,077,852 | 2,330,189 |
Accrued expenses | 72,044 | |
Accrued interest | 209,161 | 192,625 |
Short-term borrowings- line of credit | 589 | 3,897 |
Total current liabilities | 5,075,053 | 5,413,472 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, ($0.001 par value, 100,000,000 shares authorized, and 1,000 issued and outstanding as of March 31, 2021 and 1,000 outstanding as of June 30, 2020, respectively) | 1 | 1 |
Common stock, without par value, 200,000,000 shares authorized, and 78,685,171 issued and outstanding as of March 31, 2021 and 61,796,680 outstanding as of June 30, 2020, respectively | 78,685 | 61,797 |
Additional paid in capital | 16,683,505 | 13,088,177 |
Accumulated deficit | (21,084,364) | (17,631,122) |
Total stockholders’ deficit | (4,342,173) | (4,481,147) |
Total Liabilities and Stockholders’ Deficit | $ 713,880 | $ 932,325 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance (in Dollars) | $ 0 | $ 0 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, par value (in Dollars per share) | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 78,685,171 | 61,796,680 |
Common stock, shares outstanding | 78,685,171 | 61,796,680 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 96,726 | $ 119,475 | $ 270,919 | $ 227,257 |
Operating expenses | ||||
Cost of product sold | 102,922 | 157,265 | 443,083 | 352,240 |
Advertising & promotional | 64,158 | 470,820 | 316,483 | 673,814 |
Amortization of intangibles | 166,667 | 500,000 | ||
Selling, general and administrative | 103,462 | 92,423 | 311,920 | 295,107 |
Professional Fees | 217,025 | 99,727 | 578,535 | 366,725 |
Total operating expenses | 487,567 | 986,902 | 1,650,021 | 2,187,886 |
Loss from operations | (391,240) | (867,427) | (1,389,501) | (1,960,629) |
Interest expense - bank debt | 337 | 1,012 | ||
Interest expense - shareholder | 72,110 | 40,616 | 267,640 | 82,952 |
Gain on extinguishment of debt | (57,035) | (54,819) | ||
Change in derivative liability | 1,152,119 | (256,468) | 832,480 | (612,093) |
Interest expense - amortization BCF | 210,430 | 439,507 | 787,217 | 1,270,943 |
Other expense - non cash | 170,514 | 445 | 204,391 | 39,618 |
Total interest expense | 1,548,474 | 224,100 | 2,074,040 | 781,420 |
Provision for income tax | ||||
Net loss | $ (1,939,714) | $ (1,091,527) | $ (3,453,142) | $ (2,742,049) |
Basic and diluted net loss per common share (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.05) |
Weighted average shares of capital outstanding - basic (in Shares) | 74,194,855 | 58,712,745 | 68,091,616 | 56,447,392 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2019 | $ 53,774 | $ 1 | $ 10,692,679 | $ (13,219,059) | $ (2,472,605) |
Balance (in Shares) at Jun. 30, 2019 | 53,773,856 | 1,000 | |||
Common stock issued for services | $ 123 | 49,274 | 49,397 | ||
Common stock issued for services (in Shares) | 122,762 | ||||
Common stock issued for interest | $ 110 | 26,487 | 26,597 | ||
Common stock issued for interest (in Shares) | 110,404 | ||||
Issuance of common stock for debt conversion | $ 1,409 | 335,591 | 337,000 | ||
Issuance of common stock for debt conversion (in Shares) | 1,409,349 | ||||
Derivative liability reclassed upon debt conversion | 213,739 | 213,739 | |||
Net loss | (513,581) | (513,581) | |||
Balance at Sep. 30, 2019 | $ 55,416 | $ 1 | 11,317,770 | (13,732,640) | (2,359,452) |
Balance (in Shares) at Sep. 30, 2019 | 55,416,371 | 1,000 | |||
Balance at Jun. 30, 2019 | $ 53,774 | $ 1 | 10,692,679 | (13,219,059) | (2,472,605) |
Balance (in Shares) at Jun. 30, 2019 | 53,773,856 | 1,000 | |||
Derivative liability reclassed upon debt conversion | |||||
Balance at Mar. 31, 2020 | $ 60,190 | $ 1 | 12,310,827 | (15,961,108) | (3,590,090) |
Balance (in Shares) at Mar. 31, 2020 | 60,189,966 | 1,000 | |||
Balance at Sep. 30, 2019 | $ 55,416 | $ 1 | 11,317,770 | (13,732,640) | (2,359,452) |
Balance (in Shares) at Sep. 30, 2019 | 55,416,371 | 1,000 | |||
Common stock issued for services | $ 85 | 21,415 | 21,500 | ||
Common stock issued for services (in Shares) | 85,000 | ||||
Common stock issued for interest | $ 107 | 15,632 | 15,739 | ||
Common stock issued for interest (in Shares) | 107,227 | ||||
Issuance of common stock for debt conversion | $ 1,500 | 218,500 | 220,000 | ||
Issuance of common stock for debt conversion (in Shares) | 1,500,495 | ||||
Derivative liability reclassed upon debt conversion | 128,605 | 128,605 | |||
Net loss | (1,136,941) | (1,136,941) | |||
Balance at Dec. 31, 2019 | $ 57,109 | $ 1 | 11,701,922 | (14,869,581) | (3,110,549) |
Balance (in Shares) at Dec. 31, 2019 | 57,109,093 | 1,000 | |||
Common stock issued for interest | $ 321 | 40,615 | 40,936 | ||
Common stock issued for interest (in Shares) | 320,650 | ||||
Issuance of common stock for debt conversion | $ 2,760 | 351,240 | 354,000 | ||
Issuance of common stock for debt conversion (in Shares) | 2,760,223 | ||||
Derivative liability reclassed upon debt conversion | 217,050 | 217,050 | |||
Net loss | (1,091,527) | (1,091,527) | |||
Balance at Mar. 31, 2020 | $ 60,190 | $ 1 | 12,310,827 | (15,961,108) | (3,590,090) |
Balance (in Shares) at Mar. 31, 2020 | 60,189,966 | 1,000 | |||
Balance at Jun. 30, 2020 | $ 61,797 | $ 1 | 13,088,177 | (17,631,122) | (4,481,147) |
Balance (in Shares) at Jun. 30, 2020 | 61,796,680 | 1,000 | |||
Common stock issued for interest | $ 313 | 36,165 | 36,478 | ||
Common stock issued for interest (in Shares) | 312,938 | ||||
Issuance of common stock for debt conversion | $ 2,976 | 344,024 | 347,000 | ||
Issuance of common stock for debt conversion (in Shares) | 2,975,979 | ||||
Issuance of warrants for services | 65,711 | 65,711 | |||
Loss on fair value of shares issued upon debt conversion | 397,532 | 397,532 | |||
Net loss | (943,823) | (943,823) | |||
Balance at Sep. 30, 2020 | $ 65,086 | $ 1 | 13,931,609 | (18,574,945) | (4,578,249) |
Balance (in Shares) at Sep. 30, 2020 | 65,085,597 | 1,000 | |||
Balance at Jun. 30, 2020 | $ 61,797 | $ 1 | 13,088,177 | (17,631,122) | (4,481,147) |
Balance (in Shares) at Jun. 30, 2020 | 61,796,680 | 1,000 | |||
Loss on fair value of shares issued upon debt conversion | 126,735 | ||||
Derivative liability reclassed upon debt conversion | 1,716,114 | ||||
Balance at Mar. 31, 2021 | $ 78,685 | $ 1 | 16,663,105 | (21,084,264) | (4,342,173) |
Balance (in Shares) at Mar. 31, 2021 | 78,685,171 | 1,000 | |||
Balance at Sep. 30, 2020 | $ 65,086 | $ 1 | 13,931,609 | (18,574,945) | (4,578,249) |
Balance (in Shares) at Sep. 30, 2020 | 65,085,597 | 1,000 | |||
Common stock issued for services | $ 584 | 88,089 | 88,673 | ||
Common stock issued for services (in Shares) | 583,914 | ||||
Common stock issued for interest | $ 336 | 24,672 | 25,008 | ||
Common stock issued for interest (in Shares) | 336,132 | ||||
Issuance of common stock for debt conversion | $ 2,881 | 212,119 | 215,000 | ||
Issuance of common stock for debt conversion (in Shares) | 2,881,220 | ||||
Loss on fair value of shares issued upon debt conversion | (39,065) | (39,065) | |||
Net loss | (598,705) | (598,705) | |||
Balance at Dec. 31, 2020 | $ 68,887 | $ 1 | 14,217,423 | (19,173,650) | (4,887,338) |
Balance (in Shares) at Dec. 31, 2020 | 68,886,863 | 1,000 | |||
Common stock issued for services | $ 255 | 43,345 | 43,600 | ||
Common stock issued for services (in Shares) | 255,000 | ||||
Common stock issued for interest | $ 1,065 | 92,753 | 93,818 | ||
Common stock issued for interest (in Shares) | 1,065,263 | ||||
Issuance of common stock for debt conversion | $ 8,478 | 741,522 | 750,000 | ||
Issuance of common stock for debt conversion (in Shares) | 8,478,045 | ||||
Issuance of warrants for services | 81,243 | 81,243 | |||
Loss on fair value of shares issued upon debt conversion | 1,507,218 | 1,507,218 | |||
Net loss | (1,910,614) | (1,939,714) | |||
Balance at Mar. 31, 2021 | $ 78,685 | $ 1 | $ 16,663,105 | $ (21,084,264) | $ (4,342,173) |
Balance (in Shares) at Mar. 31, 2021 | 78,685,171 | 1,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,453,142) | $ (2,742,049) |
Adjustments to reconcile net loss to net cash used for operations: | ||
Stock issued for services | 132,273 | 70,897 |
Amortization of intangible assets | 500,000 | |
Warrants for services | 126,555 | |
Deferred financing fees | 102,800 | 39,493 |
Change in derivative liability | 887,301 | (612,093) |
Gain on extinguishment of debt upon notes conversion | (54,819) | |
Stock issued for interest | 204,391 | 82,952 |
Amortization of debt discount | 787,217 | 1,270,943 |
Impairment expense related to intangible assets | 500,000 | |
(Increase) decrease in accounts receivable | 16,980 | (5,838) |
(Increase) decrease in inventory | (69,309) | 120,560 |
(Increase) in other current assets | 146,333 | (579,746) |
Increase in accounts payable | 107,107 | 50,173 |
Increase (decrease) in accrued expenses | 243,881 | (24,000) |
Net cash used by operating activities | (841,133) | (1,328,708) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for intangible assets | (333,333) | |
Net cash used by investing activities | (333,333) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of stock | ||
Proceeds from the issuance of convertible debt - net | 720,000 | 1,737,000 |
Borrowings under line of credit | 5,000 | |
Repayment to Shareholders | ||
Repayment of convertible debt | ||
Repayment of related party advance | ||
Repayment of Short-term debt | (3,308) | |
Net cash provided by financing activities | 716,692 | 1,742,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (124,442) | 79,959 |
Cash and cash equivalents, beginning of period | 197,622 | 30,142 |
Cash and cash equivalents, end of period | 73,181 | 110,101 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | 248,940 | |
Income taxes | ||
Summary of Non-Cash Investing and Financing Information: | ||
Initial derivative liability and debt discount | 512,993 | 1,463,278 |
Intangible assets acquired and adjusted in accounts payable balance | 666,667 | |
Stock issued for debt conversion | 1,314,298 | 911,000 |
Stock issued for interest | 153,334 | 82,952 |
Derivative liability reclassed to loss on extinguishment of debt upon notes conversion | 1,716,114 | |
True-up adjustment in debt discount and derivative liability | $ 37,360 |
Description of Business
Description of Business | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Business Nightfood Holdings, Inc. (the “Company”) is a Nevada Corporation organized October 16, 2013 to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York Corporation from its sole shareholder, Sean Folkson. All of its operations are conducted by its two subsidiaries: Nightfood, Inc. (“Nightfood”) and MJ Munchies, Inc. (“Munchies”). Nightfood’s business model is to manufacture and distribute snack products specifically formulated for nighttime snacking to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way. Management believes Nightfood is the first brand to achieve mainstream distribution of snacks focused on better sleep, and expects the category of “sleep-friendly” snacking to become an important segment of the total snacking market in coming years. Munchies has acquired a portfolio of intellectual property around the brand name Half-Baked, and intends to license said IP to operators in the cannabis edibles space and other related spaces. ● 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 | 9 Months Ended |
Mar. 31, 2021 | |
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). Interim Financial Statements These unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2021 and 2020, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2020 and 2019, respectively, which are included in the Company’s June 30, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on October 13, 2020. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended March 31, 2021 are not necessarily indicative of results for the entire year ending June 30, 2021. We made certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. 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 depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible notes for BCF and derivative liability, among others. 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. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. 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. The Company has no minimum purchase commitments with its vendors. Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company recorded advertising costs of $316,483 and $673,814 for the nine months ended March 31, 2021 and 2020, respectively. The Company recorded advertising costs of $64,158 and $470,820 for the three months ended March 31, 2021 and 2020, 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 by selling its nighttime snack products wholesale to retailers and wholesalers. ● 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 offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records certain 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. Management reviewed ASC 606-10-32-25 which states “Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer (or to other parties that purchase the entity’s goods or services from the customer). Consideration payable to a customer also includes credit or other items (for example, a coupon or voucher) that can be applied against amounts owed to the entity (or to other parties that purchase the entity’s goods or services from the customer). An entity shall account for consideration payable to a customer as a reduction of the transaction price and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service (as described in paragraphs 606-10-25-18 through 25-22) that the customer transfers to the entity. If the consideration payable to a customer includes a variable amount, an entity shall estimate the transaction price (including assessing whether the estimate of variable consideration is constrained) in accordance with paragraphs 606-10-32-5 through 32-13.” If the consideration payable to a customer is a payment for a distinct good service, then in accordance with ASC 606-10-32-26, the entity should account for it the same way that it accounts for other purchases from suppliers (expense). Further, “if the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all of the consideration payable to the customer as a reduction of the transaction price.” Under ASC 606-10-32-27, if the consideration payable to a customer is accounted for as a reduction of the transaction price, “an entity shall recognize the reduction of revenue when (or as) the later of either of the following events occurs: a) The entity recognizes revenue for the transfer of the related goods or services to the customer. b) The entity pays or promises to pay the consideration (even if the payment is conditional on a future event). That promise might be implied by the entity’s customary business practices.” Management reviewed each arrangement to determine if each fee paid is for a distinct good or service and should be expensed as incurred or if the Company should recognize the payment as a reduction of revenue. The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. 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 March 31, 2021 and June 30, 2020, 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 Trinomial Tree 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 derivative liability under the line item “change in derivative liability”. 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 Trinomial Tree 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. Stock-Based Compensation The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. Customer Concentration ● During the nine months ended March 31, 2021, the Company had one customer account for approximately 37% of the gross sales. One other customer accounted for approximately 23% of gross sales, and one other customer accounted for over 11% of gross sales. During the nine months ended March 31, 2020, one customer accounted for approximately 45% of the gross sales. During the three months ended March 31, 2021, the Company had one customer account for approximately 44% of the gross sales. During the three months ended March 31, 2020, one customer accounted for approximately 36% of the gross sales while three other customers accounted for over 10% of gross sales. Vendor Concentration During the three-month period ended March 31, 2021, no vendors accounted for more than 14% of our operating expenses. During the nine-month period ended March 31, 2021, no vendor accounted for more than 8% of our operating expenses. During the three-month period ended March 31, 2021, no vendors accounted for more than 9% of our operating expenses. During the nine-month period ended March 31, 2020 no vendor accounted for more than 8%. Receivables Concentration ● As of March 31, 2021, the Company had receivables due from eight customers. Five of which each accounted for approximately 17-22% of the total balance. As of June 30, 2020, the Company had receivables due from four customers, two of whom accounted for over 70% of the outstanding balance. Two of the four accounted for approximately 30% of the total balance. Income/Loss Per Share ● Net income/loss per share data for both the three and nine-month periods ending March 31, 2021 and 2020, are based on net income/loss available to common shareholders divided by the weighted average of the number of common shares outstanding. The Company does not present a diluted Earnings per share as the convertible debt and interest that is convertible into shares of the Company’s common stock would not be included in this computation, as the Company is generating a loss and therefore these shares would be antidilutive. Impairment of Long-lived Assets ● The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. During the period ended March 31, 2021 and 2020, Management determined and impaired $-0- and $-500,000-, respectively as impairment on intangible asset 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 ASU No. 2019-12, Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. The ASU is intended to enhance and simplify aspects of the income tax accounting guidance in ASC 740 as part of the FASB's simplification initiative. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2020 with early adoption permitted. The Company will adopt this ASU on January 31, 2021 and does not expect there to be a material impact on our Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. The Company believes the adoption of this guidance will not materially impact our financial statements and related disclosures. The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Mar. 31, 2021 | |
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. ● The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. For the nine months ended March 31, 2021, the Company had a net loss of $3,453,142 (comprised of operating loss of $1,379,102 and other expenses of $2,074,040, most of which is comprised of changes in derivative liability and amortization of Beneficial Conversion Features related to convertible note financing and changes in the share price of the common stock), negative cash flow from operations of $876,638 and accumulated deficit of $21,084,264. Subsequent to the end of the quarter, the Company completed a financing round of $4,500,000, consisting of $3,000,000 in cash and the rollover of $1,500,000 of previously existing convertible debt. As of the time of this filing, the Company is debt free. The Company believes it has sufficient cash on hand to operate for the next several quarters. We do not believe our cash on hand will be adequate to satisfy our long-term working capital needs. We believe that our current capitalization structure, combined with ongoing increases in distribution, revenues, and market capitalization, will enable us to successfully secure required financing to continue our growth. Because the business has limited operating history and sales, no certainty of continuation can be stated. 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 will again be 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 long-term. The Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of its products to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financials are issued. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. ● The outbreak of the novel coronavirus (COVID-19), including the measures to reduce its spread, and the impact on the economy, cannot fully be understood and identified. Indications to date are that there are somewhat offsetting factors relating to the impact on our Company. Industry data shows that supermarket sales remain up, with more people spending more time at home. Anecdotally and statistically, snacking activity is also up while consumers are reporting a decrease in sleep quality and sleep satisfaction. Industry sales data also showed ice cream as one of the categories experiencing the largest increase with year over year growth averaging over 30% through a series of five one-week periods between March 15 and April 12, 2020 according to IRI data. The offsetting factors are the impact of the virus on the overall economy, and the impact that a down economic period can have on consumer behavior, including trial of new brands. Greater unemployment, recession, and other possible unforeseen factors are shown to have an impact. Research indicates that consumers are less likely to try new brands during economic recession and stress, returning to the legacy brands they’ve known for decades. With consumers generally making fewer shopping trips, while buying more on those occasions and reverting back to more familiar brands, certain brand-launch marketing tactics, such as in-store displays and in-store product sampling tables, are either impaired or impermissible. So, while overall night snacking demand is up, and consumer need/desire for better sleep is also stronger, driving consumer trial and adoption has been more difficult and expensive during these circumstances. From both public statements, and ongoing exploratory meetings between Nightfood Management and experts from certain global food and beverage conglomerates, it has been affirmed to Management that there is increased strategic interest in the nighttime nutrition space as a potential high-growth opportunity, partially due to recent declines in consumer sleep quality and increases in at-home nighttime snacking. We have experienced no major issues with supply chain or logistics. Order processing function has been normal to date, and our manufacturers have assured us that their operations are “business as usual” as of the time of this filing. It is possible that the fallout from the pandemic could make it more difficult in the future for the Company to access required growth capital, possibly rendering us unable to meet certain debts and expenses. More directly, COVID has impaired Nightfood’s ability to execute certain in-store and out-of-store marketing initiatives. For example, since the inception of COVID, the Company was unable to conduct in-store demonstrations and unable to participate in local pregnancy, baby expos, and health expos that were originally intended to be part of our marketing mix. Additionally, with more consumers shopping online, both for delivery or at-store pickup, the opportunity for shoppers to learn about new brands at-shelf has been somewhat diminished. Management is working to identify opportunities to build awareness and drive trial under these new circumstances. It is impossible to know what the future holds with regard to the virus, both for our company and in the broader sense. There are many uncertainties regarding the current coronavirus pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, vendors, and business partners. It is difficult to know if the pandemic has materially impacted the results of operations, and we are unable to predict the impact that COVID-19 will have on our financial position and operating results due to numerous uncertainties. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments accordingly, if necessary. |
Accounts receivable
Accounts receivable | 9 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Accounts receivable | 4. Accounts receivable ● The Company’s accounts receivable arise primarily from the sale of the Company’s ice cream. 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 accounts receivable allowances for March 31, 2021 and June 30, 2020, respectively. |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories ● Inventory consists of the following at March 31, 2021 and June 30, 2020, March 31, June 30, Finished goods – ice cream $ 194,205 $ 195,817 Raw material – ingredients 83,416 26,309 Packaging 67,293 53,479 TOTAL $ 344,914 $ 275,605 Inventories are stated at the lower of cost 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 Assets
Other Current Assets | 9 Months Ended |
Mar. 31, 2021 | |
Assets, Current [Abstract] | |
Other current assets | 6. Other current assets ● Other current assets consist of the following vendor deposits at March 31, 2021 and June 30, 2020. The majority of this amount relates to deposits towards distribution and marketing partnerships. March 31, June 30, Prepaid advertising costs $ 222,186 $ 398,045 Vendor deposits – Other $ 29,526 $ 40 TOTAL $ 251,712 $ 398,085 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Intangible assets consist of the following at March 31, 2021 and June 30, 2020. The amount of the intangible assets represents fees and expenses in connection with the development and launch of platforms used to track conversions, optimize ads, and scale online customer growth through a hybrid distribution model. March 31, June 30, Intangible assets $ - $ 1,000,000 Amortization of intangible assets - (500,000 ) Impairment of intangible assets - (500,000 ) TOTAL $ - $ - During the quarter ending March 31, 2020, the Company determined it would be unable to generate sufficient traction from these digital assets. The Company made the decision to stop utilizing the assets. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Current Liabilities | 8. Other Current Liabilities ● Other current liabilities consist of the following at March 31, 2021 and June 30, 2020, March 31, June 30, Accrued consulting fees – related party $ 9,974 $ 9,974 Accrued interest 209,161 192,625 Accrued slotting fees 5,564 - Other accrued expenses 66,480 TOTAL $ 291,179 $ 202,599 |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 9. Notes Payable ● Notes Payable consist of the following at March 31, 2021, 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. While this note is technically in default, our lender has agreed, in writing, to forbear any additional interest or penalties relating to this default providing the Company is in compliance with the remaining terms of the note. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $225,000 Notes was calculated using the Black-Scholes pricing model at $287,174, with the following assumptions: risk-free interest rate of 2.24%, expected life of 1 year, volatility of 202%, and expected dividend yield of zero. Because the fair value of the note exceeded the net proceeds from the $225k Notes, a charge was recorded to “Financing cost” for the excess of the fair value of the note, for a net charge of $62,174. As of March 31, 2021, and June 30, 2020, the debt discount was $0. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $104,000 Notes was calculated using the Black-Scholes pricing model at $90,567, with the following assumptions: risk-free interest rate of 2.53%, expected life of 1 year, volatility of 136%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $104k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021, and June 30, 2020, the debt discount was $0 and $0, respectively. $50,000 of the note has been successfully retired via conversion into shares during the year ended June 30, 2020 and $54,000 of the note has been successfully retired via conversion into shares during the nine months ended March 31, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $36,242 included under line item “Loss on debt extinguishment upon note conversion, net”. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $208,000 Notes was calculated using the Black-Scholes pricing model at $170,098, with the following assumptions: risk-free interest rate of 2.42%, expected life of 1 year, volatility of 118%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $208k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021, and June 30, 2020, the debt discount was $0 and $0, respectively. $208,000 of the note has been successfully retired via conversion into shares during the nine months ended March 31, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $109,561 included under line item “Loss on debt extinguishment upon note conversion, net”. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $240,217, with the following assumptions: risk-free interest rate of 2.05%, expected life of 1 year, volatility of 16%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $300k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021 and June 30, 2020, the debt discount was $0 and $46,726, respectively. This note has been successfully retired via conversions into shares during the nine months ended March 31, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $177,160 included under line item “Loss on debt extinguishment upon note conversion, net”. On July 5, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated July 5, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of July 5, 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. While this note is technically in default, our lender has agreed, in writing, to forbear any additional interest or penalties relating to this default providing the Company is in compliance with the remaining terms of the note. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $239,759, with the following assumptions: risk-free interest rate of 1.98%, expected life of 1 year, volatility of 118%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $300k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021 and June 30, 2020, the debt discount was $0 and $2,627, respectively. This note has been successfully retired via conversions into shares during the nine months ended March 31, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $648,036 included under line item “Loss on debt extinguishment upon note conversion, net”. On August 8, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated August 8, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of August 8, 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. While this note is technically in default, our lender has agreed, in writing, to forbear any additional interest or penalties relating to this default providing the Company is in compliance with the remaining terms of the note. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $254,082, with the following assumptions: risk-free interest rate of 1.79%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $300k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021, and June 30, 2020 the debt discount was $0 and $26,452, respectively. This note has been successfully retired via conversions into shares during the nine months ended March 31, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $611,909 included under line item “Loss on debt extinguishment upon note conversion, net”. On August 29, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated August 29, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of August 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. While this note is technically in default, our lender has agreed, in writing, to forbear any additional interest or penalties relating to this default providing the Company is in compliance with the remaining terms of the note. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $234,052, with the following assumptions: risk-free interest rate of 1.75%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $300k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021, and June 30, 2020 the debt discount was $0 and $37,833. On September 24, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated September 24, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 24, 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. While this note is technically in default, our lender has agreed, in writing, to forbear any additional interest or penalties relating to this default providing the Company is in compliance with the remaining terms of the note. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $150,000 Notes was calculated using the Black-Scholes pricing model at $118,009, with the following assumptions: risk-free interest rate of 1.78%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $150k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021 and June 30, 2020, the debt discount was $0 and $27,482. This note has been successfully retired via conversions into shares during the nine months ended March 31, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $126,735 included under line item “Loss on debt extinguishment upon note conversion, net”. On November 7, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated November 7, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 7, 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. While this note is technically in default, our lender has agreed, in writing, to forbear any additional interest or penalties relating to this default providing the Company is in compliance with the remaining terms of the note. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $150,000 Notes was calculated using the Black-Scholes pricing model at $121,875, with the following assumptions: risk-free interest rate of 1.58%, expected life of 1 year, volatility of 122%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $150k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021 and June 30, 2020, the debt discount was $0 and $43,074, respectively. On December 31, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated December 31, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 31, 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. While this note is technically in default, our lender has agreed, in writing, to forbear any additional interest or penalties relating to this default providing the Company is in compliance with the remaining terms of the note. 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $150,000 Notes was calculated using the Black-Scholes pricing model at $189,172, with the following assumptions: risk-free interest rate of 1.59%, expected life of 1 year, volatility of 115%, and expected dividend yield of zero. Because the fair value of the note exceeded the net proceeds from the $150k Notes, $39,172 was recorded to “Financing cost” for the excess of the fair value of the note. As of March 31, 2021 and June 30, 2020, the debt discount was $0 and $75,205, respectively. On February 6, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated February 6, 2020, in the amount of $200,000. The lender was Eagle Equities, LLC. The notes have a maturity of February 6, 2021 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $200,000 Notes was calculated using the Black-Scholes pricing model at $156,061, with the following assumptions: risk-free interest rate of 1.51%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. As of March 31, 2021 and June 30, 2020, the debt discount was $0 and $94,064, respectively. On February 26, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated February 26, 2020, in the amount of $187,000. The lender was Eagle Equities, LLC. The notes have a maturity of February 6, 2021 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $187,000 Notes was calculated using the Black-Scholes pricing model at $150,268, with the following assumptions: risk-free interest rate of 1.18%, expected life of 1 year, volatility of 118%, and expected dividend yield of zero. As of March 31, 2021 and June 30, 2020, the debt discount was $0 and $99,218, respectively. On April 30, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated April 30, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of April 30, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $128,369, with the following assumptions: risk-free interest rate of 0.16%, expected life of 1 year, volatility of 106%, and expected dividend yield of zero. As of March 31, 2021 and June 30, 2020, the debt discount was $10,551 and $106,916, respectively. On June 23, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated June 23, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of June 23, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $132,236, with the following assumptions: risk-free interest rate of 0.18%, expected life of 1 year, volatility of 108%, and expected dividend yield of zero. As of March 31, 2021 and June 30, 2020, the debt discount was $30,432 and $129,700, respectively. On August 12, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated August 12, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of August 12, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $126,029, with the following assumptions: risk-free interest rate of 0.13%, expected life of 1 year, volatility of 101%, and expected dividend yield of zero. As of March 31, 2021, the debt discount was $46,269. On October 13, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated October 13, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of October 13, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $126,471, with the following assumptions: risk-free interest rate of 0.13%, expected life of 1 year, volatility of 103.1%, and expected dividend yield of zero. As of March 31, 2021, the debt discount was $67,913. On December 21, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated December 21, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of December 21, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $121,112, with the following assumptions: risk-free interest rate of 0.09%, expected life of 1 year, volatility of 93.97%, and expected dividend yield of zero. As of March 31, 2021, the debt discount was $87,931. On February 22, 2021, the Company entered into a convertible promissory note and a security purchase agreement dated December 21, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of December 21, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $139,381, with the following assumptions: risk-free interest rate of 0.09%, expected life of 1 year, volatility of 119,49%, and expected dividend yield of zero. As of March 31, 2021, the debt discount was $125,252. Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of March 31, 2021: Principal Debt Net Balance at June 30, 2019 1,748,000 (630,259 ) 1,117,741 Convertible notes payable issued during fiscal year ended June 30, 2020 2,148,400 - 2,148,400 Notes converted into shares of common stock (961,000 ) - (961,000 ) Debt discount associated with new convertible notes - (1,684,711 ) (1,684,711 ) Amortization of debt discount - 1,709,759 1,709,759 Balance at June 30, 2020 2,935,400 (605,211 ) 2,330,189 Convertible notes payable issued during nine months ended March 31, 2021 822,800 - 822,800 Notes converted into shares of common stock (1,312,000 ) - (1,312,000 ) Debt discount associated with new convertible notes - (512,993 ) (512,993 ) Amortization of debt discount - 787,216 787,216 True-up adjustment in debt discount and derivative liability - (37,360 ) (37,360 ) Balance at March 31, 2021 2,446,200 (368,348 ) 2,077,852 Amortization expense for the nine months ended March 31, 2021 and 2020, totaled $787,216 and $1,270,943, respectively and Amortization expense for the three months ended March 31, 2021 and 2020, totaled $210,429 and $439,507 respectively. As of March 31, 2021 and June 30, 2020, the unamortized portion of debt discount was $368,348 and $605,211, respectively. Interest expense for the nine months ended March 31, 2021 and 2020, totaled $267,640 and $82,952, respectively and interest expense for the three months ended March 31, 2021 and 2020, totaled $72,110 and $40,616, respectively. As of March 31, 2021 and June 30, 2020, the accrued interest related to convertible notes was $209,161 and $192,625, respectively. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 10. 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 nine month period ended March 31, 2021, the Company recorded a change in fair value of derivative $887,301. The Company will measure the fair value of each derivative instrument in future reporting periods and record the change based on the change in fair value. Below is a reconciliation of the derivative liability as presented on the Company’s balance sheet as of March 31, 2021: Derivative liability as of June 30, 2020 $ 1,590,638 Initial derivative liability accounted for convertible notes payable issued during the period ended March 31, 2021 512,993 True-up adjustment in debt discount and derivative liability 37,360 Change in derivative liability during the period 887,301 Reclassify derivative liability associated with Notes converted into loss on debt conversion account (1,716,114 ) Balance at March 31, 2021 1,312,178 Change in derivative liability for the nine months ended March 31, 20210 and 2020, totaled $887,301 and $(612,093), respectively and change in derivative liability for the three months ended March 31, 2021 and 2020, totaled $1,096,709 and $(256,468), respectively. As of March 31, 2021 and June 30, 2020, the derivative liability related to convertible notes was $ 1,312,178 and $1,590,638, respectively. |
Line of Credit
Line of Credit | 9 Months Ended |
Mar. 31, 2021 | |
Line Of Credit [Abstract] | |
Line of Credit | 11. Line of Credit On March 19, 2020, the Company secured a $200,000 line of credit with Celtic Bank Corporation. This LOC has a “Flex Credit” component of calculating interest, which means the interest rate on any draws taken against the LOC is set at the time of said draw. As of the date of this filing, the Company has made one draw against the credit line for a gross amount of $5,000 (including proceeds and draw fees). As of March 31, 2021 nine payments had been made against this draw of approximately $368 each. Such payments will continue to be automatically deducted from the corporate checking account until the draw and all fees have been paid in full. The Company may or may not choose to use this line of credit for additional financing needs. Mar 31, Dec 31, Line of Credit $ 589 $ 1,692 Total borrowings 589 1692 Less: current portion 589 1692 Long term debt $ - $ - Interest expense for the nine months ended March 31, 2021 and 2020, totaled $xx and $xx, respectively and interest expense for the three months ended March 31, 2021 and 2020, totaled $xx and $xx, respectively. |
Capital Stock Activity
Capital Stock Activity | 9 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock Activity | 12. Capital Stock Activity ● The Company had and 78,685,171 and 61,796,680 shares of its $0.001 par value common stock issued and outstanding as of March 31, 2021 and June 30, 2020 respectively. ● During the three months ended March 31, 2021 the Company issued 9,543,308 shares in regards to debt and interest being converted into stock valued at $843,818 Also during these three months the Company issued 225,000 shares for services valued at $43,600. Further during these nine months the Company accounted in additional paid in capital the warrants issued for services valued at $xxxx and loss on fair value of shares upon conversion amounting to $xxxx. During the nine months ended March 31, 2021 the Company issued 16,049,577 shares in regards to debt and interest being converted into stock valued at $1,467,274 also during these nine months the Company issued 836,630 shares for services valued at $131,017. Further during these nine months the Company accounted in additional paid in capital the warrants issued for services valued at $146,954 and loss on fair value of shares upon conversion amounting to $xxxx. |
Warrants
Warrants | 9 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | 13. Warrants The following is a summary of the Company’s outstanding common stock purchase warrants. Of the 500,000 warrants shown below at an exercise price of $.15, 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 150,000 vested on July 24, 2020, and the remaining 50,000 will vest on July 24, 2021, should advisor complete the term of his engagement. These warrants were all accounted for in Fiscal 2020. During the six months ended December 31, 2020 the Company entered into a warrant agreement with one of the Company’s vendors issuing 500,000 warrants at a strike price of $0.50 having a term of five years. The Company valued these warrants using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.29%, respectively. In exchange for the agreement to lock up Mr Folkson’s Shares, Folkson received warrants to acquire 400,000 shares of NGTF stock on February 4, 2021, at a strike price of $.30, and with a term of twelve (12) months from the date of that agreement. The Warrants include a provision for cashless exercise and will expire if not exercised within the twelve month term. The Company valued these warrants using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.50%. The aggregate intrinsic value of the warrants as of December 31, 2020 is $-0-. Outstanding at Outstanding Exercise Price June 30, 2020 Issued / (Exercised) Expired December 31 2020 $ 0.15 500,000 - - 500,000 $ 0.20 105,000 - 25,000 80,000 $ 0.30 100,000 400,000 - 500,000 $ 0.40 150,000 - - 150,000 $ 0.50 - 500,000 - 500,000 $ 0.75 300,000 - - 300,000 1,155,000 1,260,000 25,000 2,039,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2021 | |
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: March, 31, 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ 1,312,178 $ 1,312,178 Total $ $ - $ 1,312,178 $ 1,312,178 June 30, 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ 1,590,638 $ 1,590,638 Total $ $ - $ 1,590,638 $ 1,590,638 Management considers all of its derivative liabilities to be Level 3 liabilities. At March 31, 2021 and June 30, 2020, respectively the Company had outstanding derivative liabilities, including those from related parties of $1,312,178 and $1,590,638, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies: | 15. Commitments and Contingencies: The Company has entered into certain consulting agreements which carry commitments to pay advisors and consultants should certain events occur. An agreement is in place with one Company Advisor that calls for total compensation over the four year Advisor Agreement of 500,000 warrants with an exercise price of $.15 of which 450,000 have vested, should the advisor complete the entire term of the engagement, the remaining 50,000 warrants would vest on July 24, 2021. These warrants were all accounted for in Fiscal 2020. CEO Sean Folkson has a twelve-month consulting agreement which went into effect on February 4, 2021, which will reward him with bonuses earned of 1,000,000 warrants at a strike price of $.50 when the Company records its first quarter with revenues over $1,000,000, an additional 3,000,000 warrants with a $.50 strike price when the Company records its first quarter with revenues over $3,000,000, and an additional 3,000,000 warrants with a $1 strike price when the Company records its first quarter with revenues over $5,000,000. Folkson will also be awarded warrants with a strike price of $.50 should the Company exceed $500,000 in non-traditional retail channel revenue during the Term of the Agreement, and should the company enter into a product development or distribution partnership with a multi-national food & beverage conglomerate during his Agreement. As of March 31, 2021, those conditions were not met and therefore nothing was accrued related to this arrangement. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions ● During the third quarter of Fiscal Year 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $18,000 is reflected in professional fees for the six month period ended December 31, 2020 and reflected in the accrued expenses – related party with a balance of $6,974 and $9,974 at March 31, 2021 and June 30, 2020, respectively. On December 8, 2017, Mr. Folkson purchased Warrants, at a cost of $.15 per Warrant, to acquire up to 80,000 additional shares of NGTF stock at a strike price of $.20, and with a term of three (3) years from the date of said agreement. This purchase resulted in a reduction in the accrued consulting fees due him by $12,000. During the second quarter 2019 Mr. Folkson purchased 400,000 shares of stock at a strike price of $0.30 per share, valued at $120,000 which was charged to his accrual. During the nine months ended March 31, 2021, Folkson had been paid $51,000 against his total accrued balance to date and reflected in the accrued expenses – related party with a balance of $6,974 and $9,974 at March 31, 2021 and June 30, 2020, respectively. ● In addition, the Company made bonuses available to Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter, $3,000,000 in a quarter, and $5,000,000 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. As of March 31, 2021, those conditions were not met and therefore nothing was accrued related to this arrangement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events ● On April 14, 2021, The Company successfully negotiated and retired a $731,118 payable for $20,000. ● On April 19, 2021, The Company closed a financing round of $4,500,000. This financing consisted of $3,000,000 raised in cash, and the rollover of $1,500,000 of pre-existing convertible debt into equity. This financing allowed the company to successfully retire all convertible debt from the balance sheet. Over $1,400,000 of cash was infused into the Company after debt payoff and transaction fees. As part of the settlement of the pre-existing debt, 1,200,000 shares of NGTF common stock were issued to Eagle Equities. ● On May 4, 2021, The Company issued 72,288 shares to vendors and consultants for services provided. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2021 and 2020, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2020 and 2019, respectively, which are included in the Company’s June 30, 2020 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on October 13, 2020. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended March 31, 2021 are not necessarily indicative of results for the entire year ending June 30, 2021. We made certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. |
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 depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible notes for BCF and derivative liability, among others. |
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. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. |
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 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. The Company has no minimum purchase commitments with its vendors. |
Advertising Costs | Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company recorded advertising costs of $316,483 and $673,814 for the nine months ended March 31, 2021 and 2020, respectively. The Company recorded advertising costs of $64,158 and $470,820 for the three months ended March 31, 2021 and 2020, 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 by selling its nighttime snack products wholesale to retailers and wholesalers. ● 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 offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records certain 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. Management reviewed ASC 606-10-32-25 which states “Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer (or to other parties that purchase the entity’s goods or services from the customer). Consideration payable to a customer also includes credit or other items (for example, a coupon or voucher) that can be applied against amounts owed to the entity (or to other parties that purchase the entity’s goods or services from the customer). An entity shall account for consideration payable to a customer as a reduction of the transaction price and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service (as described in paragraphs 606-10-25-18 through 25-22) that the customer transfers to the entity. If the consideration payable to a customer includes a variable amount, an entity shall estimate the transaction price (including assessing whether the estimate of variable consideration is constrained) in accordance with paragraphs 606-10-32-5 through 32-13.” If the consideration payable to a customer is a payment for a distinct good service, then in accordance with ASC 606-10-32-26, the entity should account for it the same way that it accounts for other purchases from suppliers (expense). Further, “if the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all of the consideration payable to the customer as a reduction of the transaction price.” Under ASC 606-10-32-27, if the consideration payable to a customer is accounted for as a reduction of the transaction price, “an entity shall recognize the reduction of revenue when (or as) the later of either of the following events occurs: a) The entity recognizes revenue for the transfer of the related goods or services to the customer. b) The entity pays or promises to pay the consideration (even if the payment is conditional on a future event). That promise might be implied by the entity’s customary business practices.” Management reviewed each arrangement to determine if each fee paid is for a distinct good or service and should be expensed as incurred or if the Company should recognize the payment as a reduction of revenue. The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. |
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 March 31, 2021 and June 30, 2020, the Company did not have any uninsured cash deposits. |
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. |
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 Trinomial Tree 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 derivative liability under the line item “change in derivative liability”. |
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 Trinomial Tree 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. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. |
Customer Concentration | Customer Concentration ● During the nine months ended March 31, 2021, the Company had one customer account for approximately 37% of the gross sales. One other customer accounted for approximately 23% of gross sales, and one other customer accounted for over 11% of gross sales. During the nine months ended March 31, 2020, one customer accounted for approximately 45% of the gross sales. During the three months ended March 31, 2021, the Company had one customer account for approximately 44% of the gross sales. During the three months ended March 31, 2020, one customer accounted for approximately 36% of the gross sales while three other customers accounted for over 10% of gross sales. |
Vendor Concentration | Vendor Concentration During the three-month period ended March 31, 2021, no vendors accounted for more than 14% of our operating expenses. During the nine-month period ended March 31, 2021, no vendor accounted for more than 8% of our operating expenses. During the three-month period ended March 31, 2021, no vendors accounted for more than 9% of our operating expenses. During the nine-month period ended March 31, 2020 no vendor accounted for more than 8%. |
Receivables Concentration | Receivables Concentration ● As of March 31, 2021, the Company had receivables due from eight customers. Five of which each accounted for approximately 17-22% of the total balance. As of June 30, 2020, the Company had receivables due from four customers, two of whom accounted for over 70% of the outstanding balance. Two of the four accounted for approximately 30% of the total balance. |
Income/Loss Per Share | Income/Loss Per Share ● Net income/loss per share data for both the three and nine-month periods ending March 31, 2021 and 2020, are based on net income/loss available to common shareholders divided by the weighted average of the number of common shares outstanding. The Company does not present a diluted Earnings per share as the convertible debt and interest that is convertible into shares of the Company’s common stock would not be included in this computation, as the Company is generating a loss and therefore these shares would be antidilutive. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets ● The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. During the period ended March 31, 2021 and 2020, Management determined and impaired $-0- and $-500,000-, respectively as impairment on intangible asset |
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 ASU No. 2019-12, Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. The ASU is intended to enhance and simplify aspects of the income tax accounting guidance in ASC 740 as part of the FASB's simplification initiative. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2020 with early adoption permitted. The Company will adopt this ASU on January 31, 2021 and does not expect there to be a material impact on our Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. The Company believes the adoption of this guidance will not materially impact our financial statements and related disclosures. The Company will continue to monitor these emerging issues to assess any potential future impact on its financial statements. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | March 31, June 30, Finished goods – ice cream $ 194,205 $ 195,817 Raw material – ingredients 83,416 26,309 Packaging 67,293 53,479 TOTAL $ 344,914 $ 275,605 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Assets, Current [Abstract] | |
Schedule of other current assets | March 31, June 30, Prepaid advertising costs $ 222,186 $ 398,045 Vendor deposits – Other $ 29,526 $ 40 TOTAL $ 251,712 $ 398,085 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the intangible assets represents fees and expenses | March 31, June 30, Intangible assets $ - $ 1,000,000 Amortization of intangible assets - (500,000 ) Impairment of intangible assets - (500,000 ) TOTAL $ - $ - |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other current liabilities | March 31, June 30, Accrued consulting fees – related party $ 9,974 $ 9,974 Accrued interest 209,161 192,625 Accrued slotting fees 5,564 - Other accrued expenses 66,480 TOTAL $ 291,179 $ 202,599 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Principal Debt Net Balance at June 30, 2019 1,748,000 (630,259 ) 1,117,741 Convertible notes payable issued during fiscal year ended June 30, 2020 2,148,400 - 2,148,400 Notes converted into shares of common stock (961,000 ) - (961,000 ) Debt discount associated with new convertible notes - (1,684,711 ) (1,684,711 ) Amortization of debt discount - 1,709,759 1,709,759 Balance at June 30, 2020 2,935,400 (605,211 ) 2,330,189 Convertible notes payable issued during nine months ended March 31, 2021 822,800 - 822,800 Notes converted into shares of common stock (1,312,000 ) - (1,312,000 ) Debt discount associated with new convertible notes - (512,993 ) (512,993 ) Amortization of debt discount - 787,216 787,216 True-up adjustment in debt discount and derivative liability - (37,360 ) (37,360 ) Balance at March 31, 2021 2,446,200 (368,348 ) 2,077,852 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of reconciliation of derivative liability | Derivative liability as of June 30, 2020 $ 1,590,638 Initial derivative liability accounted for convertible notes payable issued during the period ended March 31, 2021 512,993 True-up adjustment in debt discount and derivative liability 37,360 Change in derivative liability during the period 887,301 Reclassify derivative liability associated with Notes converted into loss on debt conversion account (1,716,114 ) Balance at March 31, 2021 1,312,178 |
Line of Credit (Tables)
Line of Credit (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Line Of Credit [Abstract] | |
Schedule of line of credit | Mar 31, Dec 31, Line of Credit $ 589 $ 1,692 Total borrowings 589 1692 Less: current portion 589 1692 Long term debt $ - $ - |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Schedule of outstanding common stock purchase warrants | Outstanding at Outstanding Exercise Price June 30, 2020 Issued / (Exercised) Expired December 31 2020 $ 0.15 500,000 - - 500,000 $ 0.20 105,000 - 25,000 80,000 $ 0.30 100,000 400,000 - 500,000 $ 0.40 150,000 - - 150,000 $ 0.50 - 500,000 - 500,000 $ 0.75 300,000 - - 300,000 1,155,000 1,260,000 25,000 2,039,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy under assets and liabilities | March, 31, 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ 1,312,178 $ 1,312,178 Total $ $ - $ 1,312,178 $ 1,312,178 June 30, 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ 1,590,638 $ 1,590,638 Total $ $ - $ 1,590,638 $ 1,590,638 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Federal Deposit Insurance Corporation | $ 250,000 | $ 250,000 | ||
Advertising costs | $ 64,158 | $ 470,820 | $ 316,483 | $ 673,814 |
Description of concentration risk percenage | the Company had one customer account for approximately 44% of the gross sales. During the three months ended March 31, 2020, one customer accounted for approximately 36% of the gross sales while three other customers accounted for over 10% of gross sales. | ●During the nine months ended March 31, 2021, the Company had one customer account for approximately 37% of the gross sales. | ||
Operating expenses, percentage | 14.00% | 9.00% | 8.00% | 8.00% |
Impairment on intangible asset | $ 500,000 | |||
Accounts Receivable [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Description of concentration risk percenage | Five of which each accounted for approximately 17-22% of the total balance. As of June 30, 2020, the Company had receivables due from four customers, two of whom accounted for over 70% of the outstanding balance. Two of the four accounted for approximately 30% of the total balance. |
Going Concern (Details)
Going Concern (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | |
Going Concern [Abstract] | ||
Net loss | $ (3,453,142) | |
Comprised of operating loss | (1,379,102) | |
Other expenses | 2,074,040 | |
Other expenses | 876,638 | |
Accumulated deficit | (21,084,364) | $ (17,631,122) |
Financing round amount | 4,500,000 | |
Cash | 3,000,000 | |
Existing convertible debt | $ 1,500,000 | |
Going concern, description | Industry sales data also showed ice cream as one of the categories experiencing the largest increase with year over year growth averaging over 30% through a series of five one-week periods between March 15 and April 12, 2020 according to IRI data. |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Schedule of inventory [Abstract] | ||
Finished goods – ice cream | $ 194,205 | $ 195,817 |
Raw material – ingredients | 83,416 | 26,309 |
Packaging | 67,293 | 53,479 |
TOTAL | $ 344,914 | $ 275,605 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Schedule of other current assets [Abstract] | ||
Prepaid advertising costs | $ 222,186 | $ 398,045 |
Vendor deposits – Other | 29,526 | 40 |
TOTAL | $ 251,712 | $ 398,085 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of the intangible assets represents fees and expenses - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Schedule of the intangible assets represents fees and expenses [Abstract] | ||
Intangible assets | $ 1,000,000 | |
Amortization of intangible assets | (500,000) | |
Impairment of intangible assets | (500,000) | |
TOTAL |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Schedule of other current liabilities [Abstract] | ||
Accrued consulting fees – related party | $ 9,974 | $ 9,974 |
Accrued interest | 209,161 | 192,625 |
Accrued slotting fees | 5,564 | |
Other accrued expenses | 66,480 | |
TOTAL | $ 291,179 | $ 202,599 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 21, 2020 | Oct. 13, 2020 | Aug. 12, 2020 | Feb. 06, 2020 | Dec. 31, 2019 | Nov. 07, 2019 | Sep. 24, 2019 | Aug. 29, 2019 | Aug. 08, 2019 | Jul. 05, 2019 | Jun. 11, 2019 | Apr. 29, 2019 | Apr. 30, 2018 | Feb. 22, 2021 | Jun. 30, 2020 | Jun. 23, 2020 | Apr. 30, 2020 | Feb. 26, 2020 | Aug. 29, 2019 | Feb. 14, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Apr. 03, 2020 |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | $ 787,217 | $ 1,270,943 | ||||||||||||||||||||||||||||
Loss on conversion | 648,036 | |||||||||||||||||||||||||||||
Net proceeds amount | $ 150 | |||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 611,909 | $ 1,507,218 | $ (39,065) | $ 397,532 | 126,735 | |||||||||||||||||||||||||
Convertible promissory note, description | the Company entered into a convertible promissory note and a security purchase agreement dated December 21, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of December 21, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid 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 convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $139,381, with the following assumptions: risk-free interest rate of 0.09%, expected life of 1 year, volatility of 119,49%, and expected dividend yield of zero. As of March 31, 2021, the debt discount was $125,252. | |||||||||||||||||||||||||||||
Amortization expenses | 210,429 | $ 439,507 | 787,216 | 1,270,943 | ||||||||||||||||||||||||||
Unamortized debt discount | $ 605,211 | 368,348 | $ 605,211 | 368,348 | $ 605,211 | |||||||||||||||||||||||||
Interest expense | 267,640 | 72,110 | ||||||||||||||||||||||||||||
Accrued interest | 209,161 | $ 192,625 | 209,161 | $ 192,625 | ||||||||||||||||||||||||||
Cost of Sales [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Fair value for net charge | 0 | 0 | ||||||||||||||||||||||||||||
Debt discount | 0 | 0 | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 75,205 | ||||||||||||||||||||||||||||
Retired via conversion into shares | ||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 0 | 27,482 | ||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 30,432 | 129,700 | ||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | December 30, 2020 [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 67,913 | |||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Debt Discount [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 87,931 | |||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 0 | 99,218 | ||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible notes | $ 205,700 | $ 205,700 | $ 200,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 208,000 | $ 225,000 | $ 205,700 | $ 187,000 | $ 300,000 | $ 104,000 | $ 205,700 | |||||||||||||
Maturity date | Jun. 11, 2020 | Apr. 30, 2019 | ||||||||||||||||||||||||||||
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% | ||||||||||||
Convertible price for interest payment percentage | 78.00% | 78.00% | 78.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 60.00% | 78.00% | 78.00% | 70.00% | 70.00% | |||||||||||||
Fair value of notes | $ 200,000 | $ 300,000 | $ 300,000 | $ 205,700 | $ 205,700 | $ 187,000 | $ 300,000 | |||||||||||||||||||||||
Fair value of notes payable black-scholes pricing model | $ 156,061 | $ 128,369 | $ 150,268 | |||||||||||||||||||||||||||
Expected life | 1 year | 1 year | 1 year | |||||||||||||||||||||||||||
Volatility | 113.00% | 106.00% | 118.00% | |||||||||||||||||||||||||||
Dividend yield percent | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||||||
Convertible notes payable | $ 205,700 | $ 150,000 | 300,000 | $ 208,000 | $ 225,000 | $ 104,000 | ||||||||||||||||||||||||
Debt discount | $ 0 | 0 | 0 | 46,726 | ||||||||||||||||||||||||||
Risk free interest rate | 1.51% | 0.16% | 1.18% | |||||||||||||||||||||||||||
Note retired | 208,000 | 50,000 | ||||||||||||||||||||||||||||
Retired via conversion into shares | 54,000 | |||||||||||||||||||||||||||||
Conversion loss | 177,160 | 109,561 | ||||||||||||||||||||||||||||
Financing cost | 39,172 | |||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 0 | 94,064 | ||||||||||||||||||||||||||||
Original discount, description | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | ||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Convertible Notes Payable [Member] | December 30, 2020 [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 46,269 | |||||||||||||||||||||||||||||
Conversion loss | $ 36,242 | 36,242 | ||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Convertible Notes Payable [Member] | Debt Discount [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 0 | 37,833 | ||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Convertible Notes Payable [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 0 | 0 | 2,627 | |||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Convertible Notes Payable [Member] | Notes Payable, Other Payables [Member] | December 30, 2020 [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 10,551 | 106,916 | ||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Convertible Notes Payable [Member] | Notes Payable, Other Payables [Member] | Debt Discount [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | $ 0 | 26,452 | ||||||||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | Convertible Notes Payable [Member] | Cost of Sales [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | 0 | 0 | ||||||||||||||||||||||||||||
Derivatives and Hedging [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Fair value of notes | $ 205,700 | $ 205,700 | $ 205,700 | 150,000 | $ 150,000 | $ 150,000 | 300 | $ 300,000 | $ 300,000 | 208,000 | 225,000 | 300 | 104,000 | $ 300 | $ 300 | |||||||||||||||
Fair value of notes payable black-scholes pricing model | $ 121,112 | $ 126,471 | $ 126,029 | $ 189,172 | $ 121,875 | $ 118,009 | $ 234,052 | $ 254,082 | $ 239,759 | $ 240,217 | $ 170,098 | $ 287,174 | $ 132,236 | $ 234,052 | $ 90,567 | |||||||||||||||
Risk-free interest rate | 2.24% | |||||||||||||||||||||||||||||
Expected life | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | ||||||||||||||||
Volatility | 93.97% | 103.10% | 101.00% | 115.00% | 122.00% | 113.00% | 113.00% | 113.00% | 118.00% | 16.00% | 118.00% | 202.00% | 108.00% | 136.00% | ||||||||||||||||
Dividend yield percent | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||
Convertible notes payable | $ 150,000 | |||||||||||||||||||||||||||||
Fair value for net charge | $ 62,174 | |||||||||||||||||||||||||||||
Risk free interest rate | 0.09% | 0.13% | 0.13% | 1.59% | 1.58% | 1.78% | 1.75% | 1.79% | 1.98% | 2.05% | 2.42% | 0.18% | 2.53% | |||||||||||||||||
Net proceeds amount | $ 300 | |||||||||||||||||||||||||||||
Derivatives and Hedging [Member] | Convertible Notes Payable [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt discount | $ 43,074 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of convertible notes payable - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2020 | |
Principal [Member] | ||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Beginning balance | $ 2,935,400 | $ 1,748,000 |
Convertible notes payable issued during fiscal year | 822,800 | 2,148,400 |
Notes converted into shares of common stock | (1,312,000) | (961,000) |
Debt discount associated with new convertible notes | ||
Amortization of debt discount | ||
True-up adjustment in debt discount and derivative liability | ||
Ending Balance | 2,446,200 | 2,935,400 |
Debt Discount [Member] | ||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Beginning balance | (605,211) | (630,259) |
Convertible notes payable issued during fiscal year | ||
Notes converted into shares of common stock | ||
Debt discount associated with new convertible notes | (512,993) | (1,684,711) |
Amortization of debt discount | 787,216 | 1,709,759 |
True-up adjustment in debt discount and derivative liability | (37,360) | |
Ending Balance | (368,348) | (605,211) |
Net Value [Member] | ||
Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Beginning balance | 2,330,189 | 1,117,741 |
Convertible notes payable issued during fiscal year | 822,800 | 2,148,400 |
Notes converted into shares of common stock | (1,312,000) | (961,000) |
Debt discount associated with new convertible notes | (512,993) | (1,684,711) |
Amortization of debt discount | 787,216 | 1,709,759 |
True-up adjustment in debt discount and derivative liability | (37,360) | |
Ending Balance | $ 2,077,852 | $ 2,330,189 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Change in fair value of derivative | $ 887,301 | ||||
Change in derivative liability | $ 1,096,709 | $ (256,468) | 887,301 | $ (612,093) | |
Derivative liability related to convertible notes | $ 1,312,178 | $ 1,312,178 | $ 1,590,638 |
Derivative Liability (Details)
Derivative Liability (Details) - Schedule of reconciliation of derivative liability | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of reconciliation of derivative liability [Abstract] | |
Beginning balance of derivative liability | $ 1,590,638 |
Initial derivative liability accounted for convertible notes payable issued during the period ended March 31, 2021 | 512,993 |
True-up adjustment in debt discount and derivative liability | 37,360 |
Change in derivative liability during the period | 887,301 |
Reclassify derivative liability associated with Notes converted into loss on debt conversion account | (1,716,114) |
Ending balance of derivative liability | $ 1,312,178 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 19, 2023 | Dec. 31, 2020 | |
Line Of Credit [Abstract] | |||
Line of credit | $ 589 | $ 200,000 | $ 1,692 |
Proceeds and draw fees | $ 5,000 | ||
Payments draw, description | nine payments had been made against this draw of approximately $368 each. Such payments will continue to be automatically deducted from the corporate checking account until the draw and all fees have been paid in full. |
Line of Credit (Details) - Sche
Line of Credit (Details) - Schedule of line of credit - USD ($) | Mar. 19, 2023 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Schedule of line of credit [Abstract] | ||||
Line of Credit | $ 200,000 | $ 589 | $ 1,692 | |
Total borrowings | 589 | 1,692 | ||
Less: current portion | 589 | 1,692 | $ 3,897 | |
Long term debt |
Capital Stock Activity (Details
Capital Stock Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | |
Capital Stock Activity (Details) [Line Items] | |||
Common stock, shares issued | 78,685,171 | 78,685,171 | 61,796,680 |
Common stock, par value (in Dollars per share) | |||
Issuance of common stock for debt, shares | 9,543,308 | 16,049,577 | |
Converted into stock value (in Dollars) | $ 843,818 | ||
Common stock issued for interest (in Dollars) | $ 43,600 | $ 131,017 | |
Converted into stock valued | 1,467,274 | ||
Common Stock [Member] | |||
Capital Stock Activity (Details) [Line Items] | |||
Common stock, shares issued | 78,685,171 | 78,685,171 | 61,796,680 |
Issuance of common stock for debt, shares | 225,000 | 836,630 | |
Common stock issued for interest (in Dollars) | $ 146,954 | ||
Common Class A [Member] | |||
Capital Stock Activity (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Warrants (Details)
Warrants (Details) - $ / shares | 6 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Mar. 31, 2021 | |
Warrants (Details) [Line Items] | ||
Purchase warrants of common stock | 500,000 | |
Warrants, description | 15, these warrants were issued as compensation for a four-year advisory agreement. | |
Issuance of warrants | 500,000 | |
Warrants strike price | $ 0.50 | |
Warrants and rights outstanding term | 5 years | |
Warrant volatility rate | 107.93% | |
Warrant risk free rate | 0.29% | |
Mr. Folkson [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants, description | Folkson received warrants to acquire 400,000 shares of NGTF stock on February 4, 2021, at a strike price of $.30, and with a term of twelve (12) months from the date of that agreement. The Warrants include a provision for cashless exercise and will expire if not exercised within the twelve month term. The Company valued these warrants using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.50%. | |
Warrant [Member] | Advisory Agreement [Member] | ||
Warrants (Details) [Line Items] | ||
Vested shares | 150,000 | |
Vested date | Jul. 24, 2018 | |
Warrant [Member] | Advisory Agreement One [Member] | ||
Warrants (Details) [Line Items] | ||
Vested shares | 150,000 | |
Vested date | Jul. 24, 2019 | |
Warrant [Member] | Advisory Agreement Two [Member] | ||
Warrants (Details) [Line Items] | ||
Vested shares | 150,000 | |
Vested date | Jul. 24, 2020 | |
Warrant [Member] | Advisory Agreement Three [Member] | ||
Warrants (Details) [Line Items] | ||
Vested shares | 50,000 | |
Vested date | Jul. 24, 2021 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of outstanding common stock purchase warrants | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding Beginning balance | 1,155,000 |
Issued / (Exercised) | 1,260,000 |
Expired | 25,000 |
Outstanding - Ending Balance | 2,039,000 |
Warrant [Member] | 0.15 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.15 |
Outstanding Beginning balance | 500,000 |
Issued / (Exercised) | |
Expired | |
Outstanding - Ending Balance | 500,000 |
Warrant [Member] | 0.20 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.20 |
Outstanding Beginning balance | 105,000 |
Issued / (Exercised) | |
Expired | 25,000 |
Outstanding - Ending Balance | 80,000 |
Warrant [Member] | 0.30 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.30 |
Outstanding Beginning balance | 100,000 |
Issued / (Exercised) | 400,000 |
Expired | |
Outstanding - Ending Balance | 500,000 |
Warrant [Member] | 0.40 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.40 |
Outstanding Beginning balance | 150,000 |
Issued / (Exercised) | |
Expired | |
Outstanding - Ending Balance | 150,000 |
Warrant [Member] | 0.50 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.50 |
Outstanding Beginning balance | |
Issued / (Exercised) | 500,000 |
Expired | |
Outstanding - Ending Balance | 500,000 |
Warrant [Member] | 0.75 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.75 |
Outstanding Beginning balance | 300,000 |
Issued / (Exercised) | |
Expired | |
Outstanding - Ending Balance | 300,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Fair Value Disclosures [Abstract] | ||
Derivative liabilities from related parties | $ 1,312,178 | $ 1,590,638 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy under assets and liabilities - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | 1,312,178 | 1,590,638 |
Total | 1,312,178 | 1,590,638 |
Level 1 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Level 2 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Level 3 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | 1,312,178 | 1,590,638 |
Total | $ 1,312,178 | $ 1,590,638 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - $ / shares | 1 Months Ended | 9 Months Ended |
Feb. 04, 2021 | Mar. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Warrants issued | 500,000 | |
Purchase warrants of common stock | 500,000 | |
Advisory Agreement Two [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Vested shares | 450,000 | |
Remaining vested shares | 50,000 | |
CEO Sean Folkson [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase warrants of common stock | 1,000,000 | |
Warrant exercise price (in Dollars per share) | $ 50 | |
Descriptions of debt incentive agreement | the Company records its first quarter with revenues over $1,000,000, an additional 3,000,000 warrants with a $.50 strike price when the Company records its first quarter with revenues over $3,000,000, and an additional 3,000,000 warrants with a $1 strike price when the Company records its first quarter with revenues over $5,000,000. Folkson will also be awarded warrants with a strike price of $.50 should the Company exceed $500,000 in non-traditional retail channel revenue during the Term of the Agreement, and should the company enter into a product development or distribution partnership with a multi-national food & beverage conglomerate during his Agreement. As of March 31, 2021, those conditions were not met and therefore nothing was accrued related to this arrangement. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 08, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2015 | Jun. 30, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Professional fees | $ 217,025 | $ 99,727 | $ 578,535 | $ 366,725 | ||||
Accrued expenses related party | $ 6,974 | 6,974 | $ 9,974 | |||||
Total accrued balance | $ 6,974 | $ 9,974 | ||||||
Related party transaction, description | the Company made bonuses available to Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter, $3,000,000 in a quarter, and $5,000,000 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 (Details) [Line Items] | ||||||||
Consulting fee (per month) | $ 12,000 | |||||||
Warrants to acquire of shares (in Shares) | 80,000 | |||||||
Sale of stock, description | Mr. Folkson purchased 400,000 shares of stock at a strike price of $0.30 per share, valued at $120,000 which was charged to his accrual. During the nine months ended March 31, 2021, Folkson had been paid $51,000 against his total accrued balance to date | |||||||
Mr. Folkson [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Consulting fee (per month) | $ 6,000 | |||||||
Professional fees | $ 18,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Apr. 19, 2021 | Apr. 14, 2021 | May 04, 2021 |
Subsequent Events (Details) [Line Items] | |||
Negotiated amount | $ 731,118 | ||
Debt payable | $ 20,000 | ||
Subsequent event, description | The Company closed a financing round of $4,500,000. This financing consisted of $3,000,000 raised in cash, and the rollover of $1,500,000 of pre-existing convertible debt into equity. This financing allowed the company to successfully retire all convertible debt from the balance sheet. Over $1,400,000 of cash was infused into the Company after debt payoff and transaction fees. | ||
Common stock were issued | 1,200,000 | ||
Common stock, issued | 72,288 |