Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2016 | Feb. 21, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PHI GROUP INC | |
Entity Central Index Key | 704,172 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,844,255 | |
Trading Symbol | PHIL | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 40,387 | $ 2,482 |
Marketable securities | 646,146 | 481,120 |
Loans receivable | 2,282 | |
Other current assets | 43,417 | |
Total current assets | 686,534 | 529,302 |
Fixed assets | ||
Land | 82,733 | |
Total fixed assets | 82,733 | |
Other assets: | ||
Deposit for acquisition | 75,000 | 75,000 |
Other receivable | 66,955 | 66,955 |
Prepaid Expense | 130,420 | |
Vendor Deposit | 15,000 | |
Total other assets | 287,375 | 141,955 |
Total Assets | 973,908 | 753,990 |
Current liabilities: | ||
Accounts payable | 144,206 | 144,212 |
Accrued expenses | 4,381,226 | 4,342,783 |
Short-term notes payable | 662,638 | 673,660 |
Due to officers | 619,021 | 899,674 |
Due to preferred stockholders | 215,000 | 215,000 |
Advances from customers | 288,219 | 288,219 |
Other current payable | 97,350 | |
Unearned revenues | 40,000 | |
Client deposits | 780 | 9,821 |
Derivative liabilities | 180,855 | |
Liabilities from discontinued operations | 1,040,037 | 1,045,232 |
Total current liabilities | 7,531,982 | 7,755,950 |
Stockholders’ deficit: | ||
Preferred stock, $.001 par value, 100,000,000 shares authorized; none issued and outstanding. | ||
Common stock, $.001 par value; 300,000,000 shares authorized; 19,480,413 issued and 13,807,086 outstanding on 12/31/2016, and 15,370,825 issued and 9,697,498 outstanding on 06/30/2016, respectively. | 247,344 | 243,234 |
Treasury stock, $.001 par value, 79,169 and 67,271 shares as of 12/31/2016 and 6/30/2016. | (22,154) | (21,823) |
Paid-in capital | 31,361,855 | 30,521,209 |
Acc. other comprehensive gain (loss) | 282,436 | 30,263 |
Accumulated deficit | (38,427,555) | (37,774,842) |
Total stockholders’ deficit | (6,558,074) | (7,001,960) |
Total liabilities and stockholders’ deficit | $ 973,908 | $ 753,990 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 19,480,413 | 15,370,825 |
Common stock, shares outstanding | 13,807,086 | 9,697,498 |
Treasury stock, shares | 79,169 | 67,271 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net revenues | ||||
Revenues | $ 40,000 | $ 194,700 | $ 90,000 | $ 234,700 |
Operating expenses: | ||||
Salaries and wages | 52,500 | 52,500 | 104,500 | 105,000 |
Professional services, including non-cash compensation | 33,951 | 36,661 | 185,250 | 60,810 |
General and administrative | 26,466 | 31,876 | 63,112 | 53,286 |
Total operating expenses | 112,916 | 121,037 | 352,862 | 219,096 |
Gain (loss) from operations | (72,916) | 73,663 | (262,862) | 15,604 |
Other income and (expenses) | ||||
Net interest income (expense) | (48,627) | (79,923) | (223,763) | (159,431) |
Loss on equity investment | ||||
Net gain (loss) on sale of marketable securities | 2,664 | 36,886 | 2,639 | 193,196 |
Gain (loss) on settlement of debts | (131,818) | (131,818) | ||
Gain (loss) on sale of assets | (20,011) | (20,011) | ||
Discounts on convertible notes | (18,307) | (20,807) | ||
Other income (expense) | 11,835 | (1,990) | 3,910 | (1,990) |
Net other income (expenses) | (204,265) | (45,028) | (389,850) | 31,776 |
Net income (loss) | (277,181) | 28,635 | (652,713) | 47,379 |
Other comprehensive Income | ||||
Acc. Other comprehensive gain (loss) | 284,045 | (15,027) | 284,045 | (15,027) |
Comprehensive income (loss) | $ 6,864 | $ 13,608 | $ (368,668) | $ 32,352 |
Net loss per share: | ||||
Basic | $ (0.03) | $ 0.01 | $ (0.06) | $ 0.01 |
Diluted | $ (0.03) | $ 0.01 | $ (0.06) | $ 0.01 |
Weighted average number of shares outstanding: | ||||
Basic | 10,492,460 | 5,542,307 | 10,492,460 | 5,542,307 |
Diluted | 10,492,460 | 5,542,307 | 10,492,460 | 5,542,307 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) from operations | $ (652,713) | $ 47,379 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
(Increase) decrease in other assets and prepaid expenses | (249,746) | 77,277 |
Increase (decrease) in accounts payable and accrued expenses | (225,577) | 253,151 |
Net cash provided by (used in) operating activities | (1,128,036) | 377,807 |
Cash flows from investing activities: | ||
Land purchase | 82,733 | (82,733) |
Deposit for acquisition Deposit for products/acquisition | (15,000) | (66,776) |
Net cash provided by (used in) investing activities | 67,733 | (149,509) |
Cash flows from financing activities: | ||
Changes in Common Stock and APIC | 844,757 | (26,588) |
Acc. Other Comprehensive Income (Loss) | 253,782 | (84,314) |
Changes in Treasury Stock | (331) | |
Adjustment in Accumulated Deficit | (87,108) | |
Net cash provided by (used in) financing activities | 1,098,208 | (198,010) |
Net increase in cash and cash equivalents | 37,906 | 30,288 |
Cash and cash equivalents, beginning of period | 2,482 | 11,024 |
Cash and cash equivalents, end of period | $ 40,387 | $ 41,312 |
Nature of Business
Nature of Business | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | NOTE 1 NATURE OF BUSINESS PHI Group, Inc. (the “Company” or “PHI”) is a Nevada corporation engaged in mergers and acquisitions as a principal (www.phiglobal.com). The Company has adopted plans to acquire established operating businesses in selective industries and invest in various ventures that may potentially create significant long-term value for our shareholders. In addition, we also provide corporate finance services, including merger and acquisition advisory and consulting services for client companies through our wholly owned subsidiary PHI Capital Holdings, Inc. (www.phicapitalholdings.com). No assurances can be made that the Company will be successful in achieving its plans. Originally incorporated in June 1982 as JR Consulting, Inc., the Company was foremost engaged in mergers and acquisitions and had an operating subsidiary, Diva Entertainment, Inc., which operated two modeling agencies, one in New York and one in California. Following the business combination with Providential Securities, Inc., a California-based brokerage firm, in late 1999, the Company changed its name to Providential Securities, Inc. (Nevada) in January 2000. The Company then changed its name to Providential Holdings, Inc. in February 2000. In October 2000, Providential Securities withdrew its securities brokerage membership and ceased its financial services business. Subsequently, in April 2009, the Company changed its name to PHI Group, Inc. From October 2000 to October 2011, the Company was engaged in mergers and acquisitions advisory and consulting services, real estate and hospitality development, mining, oil and gas, telecommunications, technology, healthcare, private equity, and special situations. In October 2011, the Company discontinued the operations of Providential Vietnam Ltd., Philand Ranch Limited, a United Kingdom corporation, (together with its subsidiaries Philand Ranch - Singapore, Philand Corporation (US), and Philand Vietnam Ltd.), PHI Gold Corporation (formerly PHI Mining Corporation), and PHI Energy Corporation, and began to mainly focus on acquisition and development opportunities in energy and natural resource businesses. The Company has recently expanded its scope of acquisitions to include other industries besides energy and natural resources. In addition, PHI Capital Holdings, Inc., a wholly owned subsidiary of PHI, continues to provide corporate and project finance services, including merger and acquisition (M&A) advisory and consulting services and arranging capital for other companies in a variety of industries. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of PHI Group, Inc., its wholly owned subsidiary PHI Capital Holdings, Inc., and its discontinued operations Providential Securities, Inc., PHI Energy Corporation, PHI Gold Corp, Providential Vietnam Ltd. and Philand Ranch Limited (including its 100% owned subsidiary Philand Corporation and Philand Vietnam Ltd), Omni Resources, Inc., and American Pacific Resources, Inc., collectively referred to as the “Company.” All significant inter-company transactions have been eliminated in consolidation. INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These statements should be read in conjunction with the audited financial statements for the year ended June 30, 2016. In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements. The results of operation for the three and six months ended December 31, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2017. 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 periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. MARKETABLE SECURITIES The Company’s securities are classified as available-for-sale and, as such, are carried at fair value. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes. Typically, each investment in marketable securities represents less than twenty percent (20%) of the outstanding common stock and stock equivalents of the investee, and each security is quoted on either the “Pink Sheets” or the OTC Bulletin Board. As such, each investment is accounted for in accordance with the provisions of SFAS No. 115. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized gains and losses for securities classified as available-for-sale are reported in earnings based upon the adjusted cost of the specific security sold. On December 31, 2016, the marketable securities have been recorded at $646,146 based upon their fair value at that time. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value - Definition and Hierarchy 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. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Valuation techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level Level Level Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including; type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based upon models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy in which the fair value measurement falls in its entirety is determined based upon the lowest level input that is significant to the fair value measurement. Fair Value - Valuation Techniques and Inputs The Company holds and may invest in public securities traded on public exchanges or over-the-counter (OTC), private securities, real estate, convertible securities, interest bearing securities and other types of securities and has adopted specific techniques for their respective valuations. Equity Securities in Public Companies Unrestricted The Company values investments in securities that are freely tradable and listed on major securities exchanges at their last reported sales price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 or 3 of the fair value hierarchy. Restricted Securities traded on public exchanges or over-the-counter (OTC) where there are formal restrictions that limit (i.e. Rule 144 holding periods and underwriter’s lock-ups) their sale shall be valued at the closing price on the date of valuation less applicable discounts. The Company may apply a discount to securities with Rule 144 restrictions. Additional discounts may be assessed if the Company believes there are other mitigating factors, which warrant the additional discounting. When determining potential additional discounts, factors that will be taken into consideration include, but are not limited to; securities’ trading characteristics, volume, length and overall impact of the restriction as well as other macro-economic factors. Valuations should be discounted appropriately until the securities may be freely traded. If it has been determined that the exchange or OTC listed price does not accurately reflect fair market value, the Company may elect to treat the security as a private company and apply an alternative valuation method. Investments in restricted securities of public companies may be included in Level 2 of the fair value hierarchy. However, to the extent that significant inputs used to determine liquidity discounts are not observable, investments in restricted securities in public companies may be categorized in Level 3 of the fair value hierarchy. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, and accounts payable. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments. ACCOUNTS RECEIVABLE Management reviews the composition of accounts receivable and analyzes historical bad debts. As of December 31, 2016, the Company did not have any accounts receivable. PROPERTIES AND EQUIPMENT Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets from three to five years. Expenditures for maintenance and repairs are charged to expense as incurred. REVENUE RECOGNITION The Company’s revenue recognition policies are in compliance with ASC 13 (previously Staff accounting bulletin (SAB) 104). The Company recognizes consulting and advisory fee revenues when the transaction is completed and the service fees are earned. Expenses are recognized in the period in which the corresponding liability is incurred. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue. STOCK-BASED COMPENSATION Effective July 1, 2006, the Company adopted ASC 718-10-25 (previously SFAS 123R) and accordingly has adopted the modified prospective application method. Under this method, ASC 718-10-25 is applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards that are outstanding as of the date of adoption for which the requisite service has not been rendered (such as unvested options) is recognized over a period of time as the remaining requisite services are rendered. RISKS AND UNCERTAINTIES In the normal course of business, the Company is subject to certain risks and uncertainties. The Company provides its service and receives marketable securities upon execution of transactions. Consequently, the value of the securities received from customers can be affected by economic fluctuations and each customer’s business growth. The actual realized value of these securities could be significantly different than recorded value. RECENT ACCOUNTING PRONOUNCEMENTS Update No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists [Download] July 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. Update No. 2013-09— Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04 July 2013 The deferral in this amendment is effective upon issuance for financial statements that have not been issued. [Download] Update No. 2013-07— Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting [Download] April 2013 Effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013. Early adoption is permitted. Update No. 2013-04— Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date February 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. [Download] Update 2013-02— Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income [Download] February 2013 For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. For nonpublic entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Update 2013-01— Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities [Download] January 2013 An entity is required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of Update 2011-11. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company’s financial statements. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole. |
Loans Receivable
Loans Receivable | 6 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Loans Receivable | NOTE 2 Loans receivable consist of the following at December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 Loan to Myson Group, Inc. - $ 2,282 Total - $ 2,282 |
Marketable Equity Securities Av
Marketable Equity Securities Available for Sale | 6 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Equity Securities Available for Sale | NOTE 3 MARKETABLE EQUITY SECURITIES AVAILABLE FOR SALE The Company’s marketable securities are classified as available-for-sale and, as such, are carried at fair value. All of the securities are comprised of shares of common stock of the investee. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes. These marketable securities are quoted on the OTC markets and are accounted for in accordance with the provisions of SFAS No. 115. Marketable securities held by the Company and classified as available for sale as of December 31, 2016 consisted of 33,965,106 shares of Myson Group, Inc. (formerly Vanguard Mining Corporation), a public company quoted on the OTC Markets (Trading symbol “MYSN”), 292,050,000 shares of Sports Pouch Beverage Co., a public company quoted on the OTC Markets (Trading symbol “SPBV”) and 10,700 shares of XG Technology, Inc., a public company quoted on Nasdaq (Trading symbol “XGTI”). The Company returned 97,350,000 shares of SPBV to the client company during the quarter ended December 31, 2016. The fair value of the shares recorded as of December 31, 2016 was $646,146. Securities Available for Sale Level 1 Level 2 Level 3 Total December 31, 2016 $ 14,445 $ 339,651 $ 292,050 $ 646,146 June 30, 2016 $ - $ 60,054 $ 323,717 $ 383,770 |
Properties and Equipment
Properties and Equipment | 6 Months Ended |
Dec. 31, 2016 | |
Fixed assets | |
Properties and Equipment | NOTE 4 During the quarter ended December 31, 2016, the Company sold ten acres of land, Parcel Identification Number 09705010180 & 190, in Suwannee County, Florida to Klausner Holding Co. at a net price of $62,722.24, compared to its historical cost of $82,733. The Company did not have any equipment as of December 31, 2016. |
Other Assets
Other Assets | 6 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | NOTE 5 The Other Assets comprise of the following as of December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 Loans Receivable $ 66,955 $ 66,955 Deposit for purchase $ 75,000 $ 75,000 Prepaid Expense $ 130,420 - Vendor Deposit $ 15,000 - Total Other Assets $ 287,375 $ 141,955 As of December 31, 2016, total Other Assets consisted of $66,955 owed by Christopher Martinez, former President of Agent155 Media Corp., $75,000 deposit for purchase of Asian Green Corp. stock, $130,420 in Prepaid Expense and $15,000 Vendor Deposit, totaling $287,375. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 6 During the fiscal year ended June 30, 2012, the Company discontinued the businesses of PHI Gold Corp. (formerly PHI Mining Corporation), Providential Vietnam Ltd., PHI Energy Corp., and Philand Ranch Ltd., a United Kingdom corporation, together with its wholly-owned subsidiaries Philand Corporation (USA), Philand Ranch Ltd. (Singapore) and Philand Vietnam Ltd. for practical business and accounting purposes. As of December 31, 2016, the Company had a balance of $1,040,037 as Liabilities from Discontinued Operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 7 The accounts payable and accrued expenses at December 31, 2016 and June 30, 2016 consist of the following: December 31, 2016 June 30, 2016 Accounts payable 144,206 144,212 Accrued salaries and payroll taxes 1,209,820 1,090,279 Accrued interest 2,798,557 2,879,655 Accrued legal expenses 172,091 172,091 Accrued consulting fees 173,870 173,870 Other accrued expenses 26,888 26,888 Total $ 4,525,433 $ 4,486,995 |
Due to Officer
Due to Officer | 6 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Due to Officer | NOTE 8 Due to officer, represents advances made by officers of the Company and its subsidiaries, which are non-interest bearing, unsecured and due on demand. As of December 31, 2016 and June 30, 2016, the balances were $619,020 and $899,674, respectively. Officers/Directors December 31, 2016 June 30, 2016 Henry Fahman 538,170 811,324 Tam Bui 63,350 63,350 Frank Hawkins 5,000 12,500 Lawrence Olson 12,500 12,500 Total $ 619,020 $ 899,674 |
Loans and Promissory Notes
Loans and Promissory Notes | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Loans and Promissory Notes | NOTE 9 SHORT TERM NOTES PAYABLE: As of December 31, 2016 and June 30, 2016, the Company had short-term notes payable amounting to $662,637 and $673,660 with accrued interest of $ 2,798,557 and $2,879,655, respectively. These notes bear interest rates ranging from 6% to 36% per annum. CONVERTIBLE PROMISSORY NOTES: On February 29, 2016, the Company issued a convertible promissory note in the amount of $56,750 to Auctus Fund, LLC, a Delaware limited liability company. This convertible note is due and payable on November 29, 2016 with interest of 10% per annum. This note is convertible at the election of Auctus Fund, LLC from time to time after the issuance date. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 24% per annum and the note becomes immediately due and payable. Should an event of default occur, the Company is liable to pay 150% of the then outstanding principal and interest. The note agreement contains covenants requiring Auctus Fund’s written consent for certain activities not in existence or not committed to by the Company on the issuance date of the note, as follows: dividend distributions in cash or shares, stock repurchases, borrowings, sale of assets, certain advances and loans in excess of $100,000, and certain guarantees with respect to preservation of existence of the Company and non-circumvention. Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Asher after the issuance date into an equivalent of the Company’s common stock determined by 55% of the average of the two lowest closing trading prices of the Company’s common stock during the twenty (20) trading days prior to the date the of the note. The Company may prepay the amounts outstanding to Auctus Fund at any time up to the 180 th plus plus On July 20, 2016, the Company issued a convertible promissory note in the amount of $50,000 to EMA Financial, LLC, a Delaware limited liability company. The note has a coupon rate of 10%, matures in one year and is convertible to Common Stock of the Company at a conversion price equals the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading immediately preceding the Closing Date of this note, and (ii) 55% of the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date. The note may be prepaid at 130% - 145% of outstanding principal and interest up to 180 days. On January 30, 2017 EMA Financial, LLC converted $7,010.50 of the principal amount of the convertible note into 180,000 shares of Common Stock of the Company. On February 6, 2017, the Company assigned $33,734.68 of principal and accrued interest of the note to JSJ Investments, Inc. and paid EMA Financial, LLC $25,301.02 in prepayment penalty. On February 9, 2017 EMA Financial, LLC converted $7,200 of the principal amount of the note into 200,000 shares of Common Stock of the Company, leaving a principal amount of $4,800 after this conversion (Note 19 — Subsequent Event). On August 16, 2016, the Company issued a convertible promissory note in the amount of $56,750 to Auctus Fund, LLC, a Delaware limited liability company. The note has a coupon rate of 10%, matures on May 16, 2017 and is convertible to Common Stock of the Company at a conversion price equals the lower of: (i) 50% multiplied by the average of the two lowest trading price during the previous twenty-five trading day period ending on the latest complete trading date prior to the date of this note and (ii) 50% multiplied by the average of the two lowest trading prices for the Common Stock during the twenty-five trading day period ending on the latest complete trading day prior to the conversion date. The note may be prepaid at 135% - 150% of outstanding principal and interest up to 180 days. On December 15, 2016, the Company issued a convertible promissory note in the amount of $32,000 to Power Up Lending Group. The Note has a coupon rate of 8%, matures on September 30, 2017 and is convertible (after 180 days) to Common Stock of the Company at a conversion price equals to 58% multiplied by the average of the two lowest trading prices during the previous ten trading days ending on the latest complete trading day prior to the conversion date. The note may be prepaid at 150% of outstanding principal and interest up to 180 days. The value of the derivative liability at December 31, 2016 is $180,855. DUE TO PREFERRED STOCKHOLDERS OF DISCONTINUED OPERATIONS The Company classified $215,000 of preferred stock subscribed as a current liability payable to holders of preferred stock in a previously discontinued subsidiary of the Company due to deficiency in compliance of the preferred shares subscription agreement in connection with the referenced subsidiary in the year 2000. The Company has made an offer for these preferred stock holders to receive shares of common stock in the Company in exchange for the preferred shares but so far only a small number of the preferred shareholders have accepted the offer. The interest expenses payable to holders of the referenced preferred stock of $426,155 and $413,255 have been included in Accrued Interest Expenses on the balance sheets as of December 31, 2016 and June 30, 2016, respectively. OTHER CURRENT PAYABLE During the fiscal year ended 30, 2016, the Company received a total 389,400,000 shares of Common Stock of Sports Pouch Beverage Company, Inc. and recognized 292,050,000 shares as earned revenues. The balance of 97,350,000 shares was recorded as Other Current Payable in the accompanying consolidated financial statements as of September 30, 2016. The Company returned these shares to Sports Pouch Beverage Company on November 2, 2016. ADVANCES FROM CUSTOMERS As of September 30, 2012, the Company decided to reclassify the previously recorded Unearned Revenues as Advances from Customers because the Company has not been able to complete the consulting services for the related clients due to their inability to provide GAAP-compliant audited financial statements in order to file a registration statement with the Securities and Exchange Commission. As of December 31, 2016, the Company recorded $288,219 as Advances from Customers. UNEARNED REVENUES As of December 31, 2016, the Company recognized and recorded $40,000 previously classified as Unearned Revenues as income for the current quarter. |
Litigation
Litigation | 6 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | NOTE 10 LEGAL PROCEEDING SETTLED AND UNPAID AS OF DECEMBER 31, 2016: QUANG VAN CAO AND NHAN THI NGUYEN CAO VS. PROVIDENTIAL SECURITIES, INC. ET AL. This case was originally submitted to Orange County Superior Court, CA on June 25, 1997, Case No. 781121, and subsequently moved to NASD Dispute resolution for arbitration. On or about August 24, 2000, the Company’s legal counsel negotiated with the Claimant’s counsel and unilaterally reached a settlement that had not been approved by the Company. While the Company was in the process of re-negotiating the terms of said settlement, the Claimants filed a request for arbitration hearing before the National Association of Securities Dealers on October 4, 2000, Case No. 99-03160. Thereafter, the Claimants filed a complaint with the Orange County Superior Court, CA on October 31, 2000, Case No. 00CC13067 for alleged breach of contract for damages in the sum of $75,000 plus pre-judgment interest, costs incurred in connection with the complaint, and other relief. Without admitting or denying any allegations, the Company reached a settlement agreement with the Claimants whereby the Company would pay the Claimants a total of $62,500 plus $4,500 in administrative costs. As the date of this report, the Company has paid $2,500 and is subject to an entry of judgment for $79,000. In May 2011, the Claimants filed an application for and renewal of judgment for a total of $140,490.78. As of December 31, 2016 the Company accrued $172,091 for potential liabilities in connection with this case in the accompanying consolidated financial statements. WILLIAM DAVIDSON VS. DOAN ET AL. On or about February 01, 2010, the company was notified of a suit that was filed with the Superior Court of the State of California for the County of Los Angeles on November 24, 2009 by William Davidson, an individual against Martin Doan, Henry Fahman, Benjamin Tran, HRCiti Corporation, and Providential Capital, Inc. (collectively referred to as “Defendants” - Case No. BC 426831). Plaintiff demanded an amount of not less than $140,000.00 from Defendants for promissory notes outstanding between Plaintiff and the company. On July 09, 2012 William Davidson and PHI Capital Holdings, Inc. (formerly Providential Capital, Inc.), a subsidiary of the Company, reached a settlement agreement with respect to whereby PHI Capital agreed to pay William Davidson a total of $200,000 over a period of nineteen months beginning September 1, 2012. Since November 30, 2012, William Davidson has converted portions of the total amount into common stock of PHI Group, Inc. in lieu of cash payment. The Company has accrued $90,000 as the required liability associated with the balance of these notes in the accompanying consolidated financial statements as of December 31, 2016. |
Payroll Tax Liabilities
Payroll Tax Liabilities | 6 Months Ended |
Dec. 31, 2016 | |
Payroll Tax Liabilities | |
Payroll Tax Liabilities | NOTE 11 The payroll liabilities are accrued and recorded as accrued expenses in the consolidated balance sheet. During the fiscal year ended June 30, 2014, the Company paid $41,974.22 to the Internal Revenue Service and $ 19,289.94 to the State of California Employment Development Department towards the total balance of $118,399 of payroll tax, penalties and interest claimed by these agencies. The Company is currently working with the Internal Revenue Service and the State of California Employment Department to resolve the remaining balance. |
Basic and Diluted Net Profit (L
Basic and Diluted Net Profit (Loss) Per Share | 6 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Profit (Loss) Per Share | NOTE 12 Net loss per share is calculated in accordance with SFAS No. 128, “Earnings per Share”. Under the provision of SFAS No. 128, basic net loss per share is computed by dividing the net loss for the period by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period. Basic and diluted weighted average numbers of shares for the period ended December 31, 2016 were the same since the inclusion of Common stock equivalents is anti-dilutive. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 13 STOCKHOLDER’S EQUITY The total number of authorized capital stock of the Company is 400,000,000 shares with a par value of $0.001 per share, consisting of 300,000,000 shares of voting Common Stock with a par value of $0.001 per share and 100,000,000 shares of Preferred Stock with a par value of $0.001 per share. The rights and terms associated with the Preferred Stock will be determined by the Board of Directors of the Company. On March 15, 2012, the Company effectuated a 1 for 1,500 reverse split of the Company’s Common Stock. Treasury Stock: The balance of treasury stock as of December 31, 2016 was 79,169 post-split shares valued at $22,154. Common Stock: Since July 1, 2016, the Company has issued the following amounts of its Common Stock: On July 29, 2016, the Company issued 225,00 shares of PHI Group, Inc.’s restricted Common Stock valued at $0.40 per share to Milost Advisors, Inc. for buy-side advisory services in connection with contemplated acquisitions of target companies in South Africa and North America. The Company has subsequently terminated the advisory service agreement with Milost Advisors, Inc. and requested Milost Advisors, Inc. to return a portion of the shares to the Company for On August 29, 2016, the Company issued 48,930 shares of PHI Group, Inc.’s restricted Common Stock to an investor under the auspices of Rule 144 for $20,000 in cash, at the price of $0.4088 per share. On August 30, 2016, Auctus Fund, LLC converted the principal amount of $56,750 for the convertible promissory note dated February 29, 2016 and $2,829.76 in accrued interest, totaling $59,579.76, into 529,598 shares of free-trading stock of the Company. On October 30, 2016, the Company issued 200,000 shares of PHI Group, Inc.’s restricted Common Stock to two independent consultants for consulting services at the price of $0.25 per share. On December 5, 2016, Rev. Thuong Le converted $150,000 in accrued interest into 606,060 shares of Common Stock of the Company. On December 22, 2016, Henry Fahman converted $250,000 from the balance of Loans from Officers to 2,500,000 restricted shares of Common Stock of the Company. On January 30, 2017, EMA Financial, LLC converted $7,010.50 of the principal amount of the convertible promissory note dated July 20, 2016 into 180,000 shares of Common Stock of the Company. On February 7, 2017, JSJ Investments, Inc. converted $33,734.68 from the Replacement Convertible Note dated February 2, 2017, which replaced the same amount of indebtedness with EMA Financial, LLC., into 657,169 shares of Common Stock of the Company. On February 9, 2017, EMA Financial, LLC converted $7,200 of the principal amount of the convertible promissory note dated July 20, 2016 into 200,000 shares of Common Stock of the Company. As of February 21, 2017 there are 14,844,255 shares of the Company’s $0.001 par value Common Stock issued and outstanding, excluding 5,673,327 shares reserved for a special dividend distribution. Preferred Stock: Class A Preferred Stock: Class A Preferred Stock 1) Dividends: Each holder of Class A Preferred Stock is entitled to receive twelve percent (12%) non-compounding cumulative dividends per annum, payable semi-annually. 2) Conversion: Each share of the Class A Preferred Stock shall be convertible into the Company’s Common Stock any time after one year from the date of issuance at a Variable Conversion Price (as defined herein) of the Common Stock. The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the average Trading Price for the Company’s Common Stock during the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by the Holder of the Class A Preferred Stock to the Company via facsimile or email (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, NYSE or applicable trading market as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to the Company and Holder of the Class A Preferred Stock. 3) Redemption Rights: The Company, after a period of two years from the date of issuance, may at any time or from time to time redeem the Class A Preferred Stock, in whole or in part, at the option of the Company’s Board of Directors, at a price equal to one hundred twenty percent (120%) of the original purchase price of the Class A Preferred Stock or of a unit consisting of any shares of Class A Preferred Stock and any warrants attached thereto, plus, in each case, accumulated and unpaid dividends to the date fixed for redemption. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 6 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plan | NOTE 14 STOCK-BASED COMPENSATION PLAN On February March 18, 2015, the Company adopted an Employee Benefit Plan to set aside 1,000,000 shares of common stock for eligible employees and independent contractors of the Company and its subsidiaries. As of December 31, 2016 the Company has not issued any stock in lieu of cash under this plan. On September 23, 2016, the Company issued incentive stock options and nonqualified stock options to certain key employee(s) (Henry Fahman – CEO/CFO) and directors (Tam Bui, Henry Fahman, and Frank Hawkins constitute the Board of Directors) as deferred compensation. The options allow the holders to acquire the Company’s Common Stock at the fair exercise price of the Company’s Common Stock on the grant date of each option at $0.24 per share, based on the 10-days’ volume-weighted average price prior to the grant date. The number of options is equal to a total of 6,520,000. The options terminate seven years from the date of grant and become vested and exercisable after one year from the grant date. The following assumptions were used in the Monte Carlo analysis by Doty Scott Enterprises, Inc., an independent valuation firm, to determine the fair value of the stock options: Risk-free interest rate 1.18 % Expected life 7 years Expected volatility 239.3 % Vesting is based on a one year cliff from grant date. Annual attrition rates were used in the valuation since ongoing employment was condition for vesting the options. The fair value of the Company’s Stock Options as of issuance valuation date is as follows: Fair Value at Holder Issue Date Maturity Date Stock Options Exercise Price Issuance Tam Bui 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Frank Hawkins 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Henry Fahman 9/23/2016 9/23/2023 4,770,000 Fixed price: $0.24 $ 1,187,984 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15 RELATED PARTY TRANSACTIONS The Company accrued $52,500 in salaries for the President and the Secretary & Treasurer of the Company during the quarters ended December 31, 2016 and December 31, 2015. |
Contracts and Commitments
Contracts and Commitments | 6 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contracts and Commitments | NOTE 16 CONTRACTS AND COMMITMENTS BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH THINH HUNG INVESTMENT CO. During the fiscal year ended June 30, 2010 the Company signed an agreement with Thinh Hung Investment Co., Ltd., a Vietnam-based company, to assist Thinh Hung in identifying, locating and, possibly, acquiring various business opportunities for Thinh An Co., Ltd., a subsidiary of Thinh Hung, including but not limited to a reverse merger, a stock swap, or a business combination between Thinh An and a publicly-traded company in the U.S. In exchange for the services rendered, the Company would receive compensation in cash from Thinh Hung and common stock of the combined company. As of September 30, 2011, the Company consummated a stock purchase and investment agreement between Thinh Anh Co., Ltd. and Vietnam Foods Corporation, a Nevada corporation. However, the combined company has not filed a registration statement with the Securities and Exchange Commission to become a reporting company. The Company has recognized $26,656 as only revenues from this transaction. During the fiscal year ended June 30, 2016, the Company repaid $5,000 to Thinh Hung Investment Co.. The balance of $288,219 was booked as Customer Advances in the liability portion of the balance sheet. CONSULTING AGREEMENT WITH SPORTS POUCH BEVERAGE COMPANY On June 3, 2015, PHI Capital Holdings, Inc., a wholly owned subsidiary of the Company, signed a Consulting Engagement Agreement with Sports Pouch Beverage Company (“SPBV”), a Nevada corporation, to provide consulting services and assist SPBV with respect to business development, mergers and acquisitions, corporate governance, and corporate finance. PHI Capital Holdings, Inc. is entitled to receive up to forty percent of common stock in SPBV as compensation for the services rendered. The duration of this agreement is one year. As of December 31, 2016 PHI Capital Holdings, Inc. has recorded a total of 292,050,000 shares SPBV stock as earned revenues from this transaction and returned 97,350,000 shares to the client. AGREEMENT FOR DEFRAYAL OF EXPENSES AND STOCK COMPENSATION WITH ASIA GREEN CORPORATION On July 17, 2015, the Company signed an agreement to provide $75,000 to Asia Green Corporation (AGMC”), a Nevada corporation, for AGMC to pay certain required expenses and resume its status as fully reporting company with the Securities and Exchange Commission. In exchange for the fund, AGMC agrees to allocate 500,000 shares of its Common Stock upon the consummation of a business combination between itself and a Vietnamese company engaged in agriculture and reforestation. This amount was recorded as Deposit for Acquisition in the Company’s balance sheet as of December 31, 2016. BUSINESS COOPERATION AGREEMENT WITH PT JAYA SAKTI GLOBALINDO On March 17, 2016, the Company signed a Business Cooperation Agreement with PT Jaya Sakti Globalindo (JSG), an Indonesian company, to utilize hard assets held by JSG and its affiliates as collaterals for project financing. The parties intend to enter into definitive agreements for the collateral provision in connection with specific projects and the terms and conditions of such provisions. As of the date of this report, the Company has not undertaken any projects that would qualify for the utilization of collateral assets from JSG and its affiliates. ENGAGEMENT LETTER WITH MILOST ADVISORS, INC. On July 11, 2016, the Company signed an engagement letter with Milost Advisors, Inc. to assist the Company in its analysis, consideration and, if appropriate, execution of various financial and strategic alternatives available to it, including securing additional equity and/or debt capital, assisting the Company in its analysis and consideration of financial aspects of certain potential strategic transactions such as mergers, acquisitions, spin-offs, joint ventures, minority investments, negotiated purchases, or other similar transactions. In consideration for the services rendered by Milost, the Company agrees to pay Milost a retainer fee equal to $100,000, payable in the form of $10,000 in cash and $90,000 in stock of the Company valued at $0.40 per share. The Company also agrees to pay Milost a success fee of 8% for equity financing and 5% for mezzanine and senior debt financings. As of the date of this report, the Company has sent a letter to terminate the agreement and requested Milost Advisors, Inc. to return a portion of the 225,00 shares of PHI Group, Inc. stock issued to Milost Advisors on July 29, 2016 to the Company. MEMORANDUM OF UNDERSTANDING BETWEEN MILOST GLOBAL, INC. On July 18, 2016, the Company signed a Memorandum of Understanding with Milost Global, Inc., a U.S. private equity firm, to cooperate in promoting the competitiveness of each other as well as joint activities to acquire cash-flow positive companies in North America, South Africa, Australia, Singapore and New Zealand and seek growth through M&A alternatives in order to fast-track shareholder value and dividend distribution. Both parties agree to use Milost Advisors, Inc. as the first right of refusal advisor to conduct a strategic planning exercise, form a new Special Purpose Company (SPC) through which the partnership activities will be carried out. The same SPC will be held, managed and controlled by both parties pari passu. It is intended that this partnership will assist both parties with the implementation of their combined growth strategies and will help identify areas where each party can provide capacity building support. The Company intends to terminate this memorandum of understanding with Milost Global, Inc. LETTER OF INTENT TO ACQUIRE A SOUTH AFRICAN MINING SERVICES COMPANY On July 19, 2016, the Company presented a pre-conditional non-binding undertaking to make an offer to acquire the entire issued capital of an undisclosed South African mining services company listed on the Johannesburg Stock Exchange (“SA Target”). On July 25, 2016, approval was given by the SA Target’s Board of Directors to its management team to enter into further discussions with PHI Group in good faith and to proceed with the due diligence process outlined in the undertaking. Following the completion of the due diligence process conducted by Milost Advisors, Inc. and the Company, on September 3, 2016, the Company presented a Letter of Intent (“LOI”) to the SA Target to acquire all its issued capital in exchange for common stock in PHI Group. The exchange rate would be determined on the basis of 10 days’ Volume-Weighted Average Price (VWAP) of both companies before the day of the LOI. According to the LOI, the Company also commits to the provision of a USD $ 20 million shareholder loan facility to the SA Target. Approximately USD $ 12 million will be used for the repayment of the SA Target subsidiary’s term loan and the remaining USD $ 8 million will be available as a draw down facility for financing the working capital requirements of the SA Target. The USD $ 12 million facility will be non-interest bearing until the company has effectively turned around or whilst there are minority shareholders in Buildmax. Thereafter, interest of 5% per annum will be charged on the shareholder loan and the loan will be repaid over a period to be agreed depending on the free cash flow generated by the SA Target. On September 6, 2016, approval was granted by both the SA Target’s Board of Directors and Independent Board to its management team to enter into further discussions with PHI Group in good faith and to proceed with the transaction. On September 14, 2016, the Company received confirmation from SA Target’s management that 77% of the shareholders of the SA Target approved the acquisition offer by PHI Group. On October 10, 2016, Milost Global, Inc. submitted a revised offer to SA Target, which was declined by SA Target’s Board of Directors on October 11, 2016. The Company will not pursue this transaction. SECURED LINE OF CREDIT FACILITY WITH TCA GLOBAL CREDIT MASTER FUND, LP On August 30, 2016, the Company signed a term sheet with TCA Global Credit Master Fund, LP (“Investor”) for a maximum $15,000,000 senior secured line of credit, of which $4,000,000 will be made available to the Company on the first drawdown (the “Initial Line of Credit”) for acquisition financing. The Closing Date will be the start date for the Line of Credit Facility. The Company, at the discretion of the Investor, may request an increase in the line of credit at agreed upon time periods and agreed upon amounts. The sum of the Initial Line of Credit and the subsequent line increases, if any, (the “Then Current Line Size”) shall not exceed the maximum line of credit. Each subsequent line increase will require the Company to execute and deliver a new or revised revolving note to the Investor and be responsible for any fees and expenses associated with the line increase. The line of credit may be drawn down, at the Investor’s discretion, and repaid by the Company throughout the term of the facility. The amount requested to be drawn down (the “Advance”) shall not exceed 80% of repayments to the Investor’s designated account, less interest and fees, if the reserve amount on the Then Current Line Size has not been satisfied. The frequency of Advances will be mutually agreed upon between the Investor and the Company. As of the date of this report, the Company has not drawn down any amount from the line of credit. MILOST EQUITY SUBSCRIPTION AGREEMENT On September 8, 2016, the Company entered into a Letter of Intent with Milost Global, Inc., a U.S. private equity firm, with respect to the principal terms and conditions under which Milost Global, Inc. will invest up to $100 million in PHI Group, Inc. Investment in the amount of $50 million will be as equity and $50 million as loan. On September 25, 2016, the Company signed an agreement with Milost Global, Inc. for up to $50 million structured as a Milost Equity Subscription Agreement (the ‘MESA”) whereby Milost Global is willing to initially invest $15 million for working capital needs of PHI Group. The amount of $15 million will be drawn down in tranches at a minimum of $500,000 until fully utilized. Further, the MESA will be utilized for the share exchange between Milost Global, Inc. and PHI Group and the balance of the $50 million facility will be available for equity leakage fir future acquisitions of PHI Group. According to the structure of the MESA, Milost Global, Inc. is entitled to purchase shares of common stock of PHI Group for a price per share on the basis of $2 at a discount of 20%. The Company and Milost agree that for as long as the Company’s stock price has not reached $2 per share, Milost Global, Inc. will receive the Company’s convertible notes instead of the Company’s shares for each drawdown. Milost Global, Inc. has the right to convert the convertible notes into common shares of the Company once the price of PHI Group’s stock reaches the target price of $2. The Company agrees to pay Milost Global, Inc. a commitment fee equal to 4% of the total commitment, payable within 3 business days after the price of the Company’s common stock reaches the target price of $6. On September 27, 2016, the Company submitted a Drawdown Notice to Milost Global, Inc. for a total of $2,750,000 from the MESA’s total $50-million commitment in form of a convertible note bearing annual interest of 5% and convertible to common stock at 20% discount when PHI Group’s common stock reaches $2 per share. The proceeds from this drawdown are allocated as follows: $2,150,000 towards the cash payment for the purchase of the agricultural company (“Agri Target”) in Southeastern United States, $500,000 for due diligence and document fees for the acquisitions of the SA Target, Agri Target and an educational company in Canada, and $100,000 for general working capital. On September 28, 2016, Milost Global, Inc. confirmed that $500,000 had been remitted to Milost Advisors from Milost Global, Inc. on behalf of PHI Group, Inc. as part of the first Drawdown Notice presented to Milost Global, Inc. by the Company. As of the date of this report, the Company has not received any direct disbursements from Milost Global, Inc. for the drawdown. The Company intends to terminate the Milost Equity Subscription Agreement. LETTER OF INTENT TO ACQUIRE AGRICULTURAL BUSINESS IN SOUTHEASTERN UNITED STATES On August 24, 2016, the Company tendered a Letter of Intent to acquire an undisclosed fruit and vegetable company (“Agri Target”) in Southeastern United States for a total of 81% in cash and 19% in common stock of PHI Group. On September 6, 2016, the owner of the Agri Target made a counter offer which was accepted by the Company on September 16, 2016. The Company has conducted the due diligence review of the Agri Target and decided not to pursue this transaction. LETTER OF INTENT TO ACQUIRE CANADIAN EDUCATIONAL COMPANY. On September 3, 2016, the Company signed a Letter of Intent for Acquisition (“LOIA”) with an undisclosed educational company in Canada (“EDU Target”) that owns and operates 21 campuses and enrolls approximately 20,000 students yearly in various English language and career training educational courses. According to the LOIA, the Company will acquire all the issued and outstanding shares of the EDU Target in exchange for common stock of PHI Group and provide a total of C$20 million in cash and stock investment in EDU Target to settle bank debts and allow for operating working capital. On October 3, 2016, the Company presented a revised LOIA to EDU Target to modify the terms of the transaction, whereby the Company agrees to acquire approximately 311,286,356 shares of EDU Target’s stock valued at C$0.0165 per shares in exchange for common stock of PHI Group. In addition, the Company will provide C$20 million cash investment of which C$6.2 million will be for settlement of bank debts and the remaining balance of C$13.8 as operating working capital. As of the date of this report, the Company has conducted limited due diligence review of EDU and decided not to pursue this transaction. CONSULTING SERVICE AGREEMENT WITH TANS COMPANY LTD. On September 9, 2016, PHI Capital Holdings, Inc. signed a Consulting Service Agreement with Tans Company, Ltd., a Vietnam-based company, to provide advisory and consulting services on a non-exclusive basis to assist Tans Co. in becoming a publicly traded company in the U.S. Stock Market. The Company is entitled to cash compensations from Tans Co. and a portion of equity in the new public company. As of the date of this report, this transaction is subject to further review by both parties. SALE OF LAND IN LIVE OAK, FLORIDA On September 21, 2016, the Company entered into a Sale and Purchase Agreement to sell two lots of land in Live Oak, Florida (Lot 18 & 19 of EAGLE’s NEST, according to Plat Book 1, Page 502, of the Public Records of Suwannee County, Florida) back to Klausner Holding USA, Inc., a Georgia corporation. This transaction was closed during December 2016. CONSULTING SERVICE AGREEMENT On September 23, 2016, the Company signed an agreement to engage a consultant for M&A due diligence, business development, and other corporate services for a period of on year. The Company has agreed to pay the consultant a one-time fee of one hundred thousand restricted shares of the PHI Group’s stock as compensations for the term of the agreement. MEMORANDUM OF UNDERSTANDING TO ACQUIRE ABOUND FARMS, INC. On September 30, 2016, the Company signed a Memorandum of Understanding with Abound Farms, Inc., (“AFI Target”) a U.S. company, to acquire 100% of AFI Target. AFI Target is engaged in hydroponics and possesses proprietary water treatment systems and nutrients that are known to substantially enhance farming yields. The MOU sets forth the guidelines for further negotiations between AFI Target and the Company before the signing of a definitive agreement that contains representations, warranties, covenants, and indemnities customary for a transaction of this type. The Company intends to incorporate the AFI Target’s water treatment systems and nutrients to the Agri Target’s business after the closing of these transactions. AGREEMENTS FOR INVESTOR AND PUBLIC RELATIONS SERVICES On September 30, 2016, the Company signed agreements with two independent consulting firms for investor and public relations services for a total period of six months. The Company has agreed to pay these companies a total of $35,000 in cash and 100,000 shares of restricted common stock of PHI Group, Inc. As of the date of this report, the Company has issued 100,000 shares of restricted common stock of Phi Group, Inc. to one of the two consulting firms. LETTER OF INTENT TO ACQUIRE LIME ROCK MINE IN FLORIDA, U.S.A. On October 26, 2016, the Company signed a Letter of Intent with Blue Rok, Inc., a Florida corporation, to acquire a lime rock mine at 3153 W. U.S. Highway 27 Mayo, Florida 32066, consisting of property, facilities, equipment, inventory, and licenses and permits, including 16.6 acres of land owned free and clear by BRI and 140 acres of land leased from three discrete landowners for mining purposes, for a total purchase price of $2,900,000. It is agreed that $1,500,000 of the total purchase price will be paid in cash upon closing and $1,400,000 will be paid in 10 six-month installments of $140,000 each without interest. As of the date of this report, the Company has conducted limited due diligence review of Blue Rok and decided not to pursue this transaction. LETTER OF INTENT TO ACQUIRE A FARM IN HOLMES COUNTY, FLORIDA On November 3, 2016, the Company a Letter of Intent to acquire a 408-acre farm together with buildings, fixtures, and farming systems and in Bonifay, Holmes County, Florida for a total purchase price of $1,500,000. Subject to further satisfactory due diligence review by the Company and mutual agreement between parties, the Company and the farm owners will enter into a definitive Sale and Purchase Agreement for the consummation of this transaction. The Company has commissioned an independent appraisal of the farm and is in the process of arranging the financing for this acquisition. The Company intends to use this property to develop a proprietary organic farming program in conjunction with EB-5 investment capital from qualified international investors. |
Going Concern Uncertainty
Going Concern Uncertainty | 6 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | NOTE 18 GOING CONCERN UNCERTAINTY As shown in the accompanying consolidated financial statements, the Company has accumulated deficit of $38,427,555 and stockholders’ deficit of $6,558,074 as of December 31, 2016. For the quarter ended December 31, 2016, the Company incurred a net loss from operations of $72,916 as compared to a net income from operations in the amount of $73,663 during the same period ended December 31, 2015. These factors as well as the uncertain conditions that the Company faces in its day-to-day operations with respect to cash flows create an uncertainty as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Management has taken action to strengthen the Company’s working capital position and generate sufficient cash to meet its operating needs through June 30, 2017 and beyond. In the next twelve months the Company intends to continue pursuing its merger and acquisition program by acquiring all or controlling interests in target companies in a number of industries, including but not limited to conventional energy, renewables, natural resources, agribusiness, technology, transportation, education, distribution, mining, oil & gas, financial Services, healthcare, and pharmaceuticals. In addition, the Company also plans to invest in special situations that may potentially generate significant revenues and profitability for the Company in the short term. In addition, we will continue to provide advisory and consulting services to international clients through our wholly owned subsidiary PHI Capital Holdings, Inc. The Company anticipates generating substantial amounts of revenues through the merger and acquisition program, investment in special situations, and advisory services mentioned herein. We are in the process of upgrading the trading venue for the Company’s common stock to OTCQB and will strive to build a critical mass through acquisition and organic growth in order to uplist to the Nasdaq Stock Market or NYSE in the near future. However, no assurances could be made that management would be successful in achieving its plan. The president and chairman of the Company has committed to funding the Company’s operations from various sources for the next 12 months. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 19 – SUBSEQUENT EVENT These financial statements were approved by management and available for issuance on February 21, 2017. Subsequent events have been evaluated through this date. On January 26, 2017, the Company entered into a Memorandum of Agreement to acquire 51% of Hoang Minh Chau Hung Yen, LLC., (“HMC”) a Vietnamese company specializing in growing and processing turmeric for food, cosmetic and medicinal usages. The Company intends to apply HMC’s expertise and experience in turmeric cultivation and processing for its organic farming program in the U.S. through its subsidiary Abundant Farms, Inc. The closing of this transaction is subject to further due diligence review and financial audits of HMC. On January 28, 2017, the Company entered into a Business Cooperation Agreement with Nathan Trading Limited Co., (“NTC”) a Thai company engaged in the promotion of the cultivation and processing of sacha inchi seeds for food, cosmetics and healthcare. The Company will initially purchase NTC’s sacha inchi products from NTC for distribution in the U.S. and international markets and cooperate with NTC to promote the planting for sacha inchi plants and secure raw material sources to increase production capacity in the future. On January 30, 2017, EMA Financial, LLC converted $7,010.50 of the principal amount of the convertible promissory note dated July 20, 2016 into 180,000 shares of Common Stock of the Company. On February 2, 2017, the Company assigned $33,734.68 from the convertible promissory note dated July 20, 2016 with EMA Financial, LLC to JSJ Investments, Inc. and paid EMA Financial, LLC $25,301.02 in prepayment penalty. On February 2, 2017, the Company issued a convertible promissory note in the amount of $42,000 to JSJ Investments Inc, an accredited investor. The Note has a coupon rate of 10%, matures on November 2, 2017 and is convertible (after 180 days) to Common Stock of the Company at a conversion price equals to 55% multiplied by the average of the three lowest trading prices during the previous twenty trading days ending on the latest complete trading day prior to the conversion date. The note may be prepaid at 135% to 150% of outstanding principal and interest, depending on the time of prepayment. On February 7, 2017, JSJ Investments, Inc. converted $33,734.68 from the Replacement Convertible Note dated February 2, 2017, which replaced the same amount of indebtedness with EMA Financial, LLC., into 657,169 shares of Common Stock of the Company. On February 9, 2017, EMA Financial, LLC converted $7,200 of the principal amount of the convertible promissory note dated July 20, 2016 into 200,000 shares of Common Stock of the Company. |
Nature of Business (Policies)
Nature of Business (Policies) | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of PHI Group, Inc., its wholly owned subsidiary PHI Capital Holdings, Inc., and its discontinued operations Providential Securities, Inc., PHI Energy Corporation, PHI Gold Corp, Providential Vietnam Ltd. and Philand Ranch Limited (including its 100% owned subsidiary Philand Corporation and Philand Vietnam Ltd), Omni Resources, Inc., and American Pacific Resources, Inc., collectively referred to as the “Company.” All significant inter-company transactions have been eliminated in consolidation. |
Interim Consolidated Financial Statements | INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These statements should be read in conjunction with the audited financial statements for the year ended June 30, 2016. In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements. The results of operation for the three and six months ended December 31, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2017. |
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 periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. |
Marketable Securities | MARKETABLE SECURITIES The Company’s securities are classified as available-for-sale and, as such, are carried at fair value. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes. Typically, each investment in marketable securities represents less than twenty percent (20%) of the outstanding common stock and stock equivalents of the investee, and each security is quoted on either the “Pink Sheets” or the OTC Bulletin Board. As such, each investment is accounted for in accordance with the provisions of SFAS No. 115. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized gains and losses for securities classified as available-for-sale are reported in earnings based upon the adjusted cost of the specific security sold. On December 31, 2016, the marketable securities have been recorded at $646,146 based upon their fair value at that time. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value - Definition and Hierarchy 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. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Valuation techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level Level Level Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including; type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based upon models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy in which the fair value measurement falls in its entirety is determined based upon the lowest level input that is significant to the fair value measurement. Fair Value - Valuation Techniques and Inputs The Company holds and may invest in public securities traded on public exchanges or over-the-counter (OTC), private securities, real estate, convertible securities, interest bearing securities and other types of securities and has adopted specific techniques for their respective valuations. Equity Securities in Public Companies Unrestricted The Company values investments in securities that are freely tradable and listed on major securities exchanges at their last reported sales price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 or 3 of the fair value hierarchy. Restricted Securities traded on public exchanges or over-the-counter (OTC) where there are formal restrictions that limit (i.e. Rule 144 holding periods and underwriter’s lock-ups) their sale shall be valued at the closing price on the date of valuation less applicable discounts. The Company may apply a discount to securities with Rule 144 restrictions. Additional discounts may be assessed if the Company believes there are other mitigating factors, which warrant the additional discounting. When determining potential additional discounts, factors that will be taken into consideration include, but are not limited to; securities’ trading characteristics, volume, length and overall impact of the restriction as well as other macro-economic factors. Valuations should be discounted appropriately until the securities may be freely traded. If it has been determined that the exchange or OTC listed price does not accurately reflect fair market value, the Company may elect to treat the security as a private company and apply an alternative valuation method. Investments in restricted securities of public companies may be included in Level 2 of the fair value hierarchy. However, to the extent that significant inputs used to determine liquidity discounts are not observable, investments in restricted securities in public companies may be categorized in Level 3 of the fair value hierarchy. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, and accounts payable. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments. |
Accounts Receivable | ACCOUNTS RECEIVABLE Management reviews the composition of accounts receivable and analyzes historical bad debts. As of December 31, 2016, the Company did not have any accounts receivable. |
Properties and Equipment | PROPERTIES AND EQUIPMENT Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets from three to five years. Expenditures for maintenance and repairs are charged to expense as incurred. |
Revenue Recognition | REVENUE RECOGNITION The Company’s revenue recognition policies are in compliance with ASC 13 (previously Staff accounting bulletin (SAB) 104). The Company recognizes consulting and advisory fee revenues when the transaction is completed and the service fees are earned. Expenses are recognized in the period in which the corresponding liability is incurred. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue. |
Stock-Based Compensation | STOCK-BASED COMPENSATION Effective July 1, 2006, the Company adopted ASC 718-10-25 (previously SFAS 123R) and accordingly has adopted the modified prospective application method. Under this method, ASC 718-10-25 is applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards that are outstanding as of the date of adoption for which the requisite service has not been rendered (such as unvested options) is recognized over a period of time as the remaining requisite services are rendered. |
Risks and Uncertainties | RISKS AND UNCERTAINTIES In the normal course of business, the Company is subject to certain risks and uncertainties. The Company provides its service and receives marketable securities upon execution of transactions. Consequently, the value of the securities received from customers can be affected by economic fluctuations and each customer’s business growth. The actual realized value of these securities could be significantly different than recorded value. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Update No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists [Download] July 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. Update No. 2013-09— Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04 July 2013 The deferral in this amendment is effective upon issuance for financial statements that have not been issued. [Download] Update No. 2013-07— Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting [Download] April 2013 Effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013. Early adoption is permitted. Update No. 2013-04— Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date February 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. [Download] Update 2013-02— Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income [Download] February 2013 For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. For nonpublic entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Update 2013-01— Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities [Download] January 2013 An entity is required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of Update 2011-11. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company’s financial statements. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole. |
Loans Receivable (Tables)
Loans Receivable (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Loans Receivable | Loans receivable consist of the following at December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 Loan to Myson Group, Inc. - $ 2,282 Total - $ 2,282 |
Marketable Equity Securities 26
Marketable Equity Securities Available for Sale (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fair value of Investments Marketable Equity Securities | Securities Available for Sale Level 1 Level 2 Level 3 Total December 31, 2016 $ 14,445 $ 339,651 $ 292,050 $ 646,146 June 30, 2016 $ - $ 60,054 $ 323,717 $ 383,770 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The Other Assets comprise of the following as of December 31, 2016 and June 30, 2016: December 31, 2016 June 30, 2016 Loans Receivable $ 66,955 $ 66,955 Deposit for purchase $ 75,000 $ 75,000 Prepaid Expense $ 130,420 - Vendor Deposit $ 15,000 - Total Other Assets $ 287,375 $ 141,955 |
Accounts Payable and Accrued 28
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The accounts payable and accrued expenses at December 31, 2016 and June 30, 2016 consist of the following: December 31, 2016 June 30, 2016 Accounts payable 144,206 144,212 Accrued salaries and payroll taxes 1,209,820 1,090,279 Accrued interest 2,798,557 2,879,655 Accrued legal expenses 172,091 172,091 Accrued consulting fees 173,870 173,870 Other accrued expenses 26,888 26,888 Total $ 4,525,433 $ 4,486,995 |
Due to Officer (Tables)
Due to Officer (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Components of Due to Officer | Officers/Directors December 31, 2016 June 30, 2016 Henry Fahman 538,170 811,324 Tam Bui 63,350 63,350 Frank Hawkins 5,000 12,500 Lawrence Olson 12,500 12,500 Total $ 619,020 $ 899,674 |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value of Stock Option Assumption | The following assumptions were used in the Monte Carlo analysis by Doty Scott Enterprises, Inc., an independent valuation firm, to determine the fair value of the stock options: Risk-free interest rate 1.18 % Expected life 7 years Expected volatility 239.3 % |
Schedule of Fair Value of Stock Option Issuance Date | The fair value of the Company’s Stock Options as of issuance valuation date is as follows: Fair Value at Holder Issue Date Maturity Date Stock Options Exercise Price Issuance Tam Bui 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Frank Hawkins 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Henry Fahman 9/23/2016 9/23/2023 4,770,000 Fixed price: $0.24 $ 1,187,984 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2016 | Sep. 14, 2016 | Jun. 30, 2016 | |
Percentage of ownership | 77.00% | ||
Minimum percentage of outstanding common stock and stock equivalents of investee | 20.00% | ||
Marketable securities | $ 646,146 | $ 383,770 | |
Accounts receivable | |||
Minimum [Member] | |||
Property and equipment, estimated useful lives of assets | 3 years | ||
Maximum [Member] | |||
Property and equipment, estimated useful lives of assets | 5 years | ||
Philand Corporation and Philand Vietnam Ltd [Member] | |||
Percentage of ownership | 100.00% |
Loans Receivable - Schedule of
Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Loans receivable from related parties | $ 2,282 | |
Loan to Myson Group, Inc [Member] | ||
Loans receivable from related parties | $ 2,282 |
Marketable Equity Securities 33
Marketable Equity Securities Available for Sale (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Marketable securities | $ 646,146 | $ 383,770 |
Myson Group, Inc [Member] | OTC Markets [Member] | ||
Number of marketable securities available for sale | 33,965,106 | |
Sports Pouch Beverage Co [Member] | OTC Markets [Member] | ||
Number of marketable securities available for sale | 292,050,000 | |
XG Technology, Inc [Member] | OTC Markets [Member] | ||
Number of marketable securities available for sale | 10,700 | |
Sports Pouch Beverage Company, Inc [Member] | ||
Number of marketable securities returned | 97,350,000 |
Marketable Equity Securities 34
Marketable Equity Securities Available for Sale - Schedule of Fair value of Investments Marketable Equity Securities (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Marketable Securities | $ 646,146 | $ 383,770 |
Level 1 [Member] | ||
Marketable Securities | 14,445 | |
Level 2 [Member] | ||
Marketable Securities | 339,651 | 60,054 |
Level 3 [Member] | ||
Marketable Securities | $ 292,050 | $ 323,717 |
Properties and Equipment (Detai
Properties and Equipment (Details Narrative) | Dec. 31, 2016USD ($)a | Nov. 03, 2016a | Jun. 30, 2016USD ($) |
Acres of land | a | 10 | 408 | |
Properties and equipment historical cost | $ 82,733 | ||
Klausner Holding Co [Member] | |||
Properties and equipment historical cost | $ 62,722 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Total other assets | $ 287,375 | $ 141,955 |
Deposit for purchase | 75,000 | 75,000 |
Prepaid Expense | 130,420 | |
Vendor Deposit | 15,000 | |
Christopher Martinez [Member] | ||
Total other assets | $ 66,955 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Loans Receivable | $ 66,955 | $ 66,955 |
Deposit for purchase | 75,000 | 75,000 |
Prepaid Expense | 130,420 | |
Vendor Deposit | 15,000 | |
Total Other Assets | $ 287,375 | $ 141,955 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | Dec. 31, 2016USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Liabilities from discontinued operations | $ 1,040,037 |
Accounts Payable and Accrued 39
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 144,206 | $ 144,212 |
Accrued salaries and payroll taxes | 1,209,820 | 1,090,279 |
Accrued interest | 2,798,557 | 2,879,655 |
Accrued legal expenses | 172,091 | 172,091 |
Accrued consulting fees | 173,870 | 173,870 |
Other accrued expenses | 26,888 | 26,888 |
Total | $ 4,525,433 | $ 4,486,995 |
Due to Officer (Details Narrati
Due to Officer (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Due to officers | $ 619,021 | $ 899,674 |
Due to Officer - Components of
Due to Officer - Components of Due to Officer (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 |
Due to Officers/Directors | $ 619,021 | $ 899,674 |
Henry Fahman [Member] | ||
Due to Officers/Directors | 538,170 | 811,324 |
Tam Bui [Member] | ||
Due to Officers/Directors | 63,350 | 63,350 |
Frank Hawkins [Member] | ||
Due to Officers/Directors | 5,000 | 12,500 |
Lawrence Olson [Member] | ||
Due to Officers/Directors | $ 12,500 | $ 12,500 |
Loans and Promissory Notes (Det
Loans and Promissory Notes (Details Narrative) - USD ($) | Dec. 15, 2016 | Aug. 30, 2016 | Aug. 16, 2016 | Jul. 20, 2016 | Feb. 29, 2016 | Dec. 31, 2016 | Jun. 30, 2016 |
Short-term notes payable | $ 662,638 | $ 673,660 | |||||
Accrued interest | 2,798,557 | 2,879,655 | |||||
Derivative liabilities | 180,855 | ||||||
Preferred stock shares subscribed | $ 215,000 | ||||||
Other current payable, shares | 97,350,000 | ||||||
Advances from customers | $ 288,219 | $ 288,219 | |||||
Unearned revenues | 40,000 | ||||||
Sports Pouch Beverage Co,Inc [Member] | |||||||
Number of shares received from mergers | 389,400,000 | ||||||
Number of marketable securities available for sale | 292,050,000 | ||||||
Auctus Fund, LLC [Member] | |||||||
Accrued interest | $ 2,830 | ||||||
Convertible promissory note | $ 59,580 | $ 56,750 | $ 56,750 | ||||
Due and payable date | May 16, 2017 | Nov. 29, 2016 | |||||
Percentage of interest per annum | 10.00% | 10.00% | |||||
Note due and payable, description | In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 24% per annum and the note becomes immediately due and payable. | ||||||
Percentage of liable to pay of outstanding principal and interest | 150.00% | ||||||
Advance and loans in excess | $ 100,000 | ||||||
Percentage of common stock determined of average of trading price | 55.00% | ||||||
Convertible issuance, description | Common Stock of the Company at a conversion price equals the lower of: (i) 50% multiplied by the average of the two lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Date prior to the date of this note and (ii) 50% multiplied by the average of the two lowest Trading Prices for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The note may be prepaid at 135% - 150% of outstanding principal and interest up to 180 days. | Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Asher after the issuance date into an equivalent of the Companys common stock determined by 55% of the average of the two lowest closing trading prices of the Companys common stock during the twenty (20) trading days prior to the date the of the note. The Company may prepay the amounts outstanding to Auctus Fund at any time up to the 180th day following the issue date of this note by making a payment to the note holder of an amount in cash equal to 125% to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, depending on the time of prepayment. | |||||
Number of free-trading, shares | 529,598 | ||||||
Debt instrument convertible into shares value | $ 56,750 | ||||||
EMA Financial, LLC [Member] | |||||||
Convertible promissory note | $ 50,000 | ||||||
Percentage of interest per annum | 10.00% | ||||||
Percentage of common stock determined of average of trading price | 55.00% | ||||||
Convertible issuance, description | Common Stock of the Company at a conversion price equals the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading immediately preceding the Closing Date of this note, and (ii) 55% of the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days immediately preceding the Conversion Date. The note may be prepaid at 130% - 145% of outstanding principal and interest up to 180 days. | ||||||
Due and payable year | 1 year | ||||||
EMA Financial, LLC [Member] | January 30, 2017 [Member] | |||||||
Debt instrument convertible into shares value | $ 7,011 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 180,000 | ||||||
EMA Financial, LLC [Member] | February 9, 2017 [Member] | |||||||
Convertible promissory note | $ 4,800 | ||||||
Debt instrument convertible into shares value | $ 7,200 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 200,000 | ||||||
JSJ Investments, Inc [Member] | February 6, 2017 [Member] | |||||||
Accrued interest | $ 25,301 | ||||||
Convertible promissory note | 33,735 | ||||||
Power Up Lending Group [Member] | |||||||
Convertible promissory note | $ 32,000 | ||||||
Due and payable date | Sep. 30, 2017 | ||||||
Percentage of interest per annum | 8.00% | ||||||
Percentage of liable to pay of outstanding principal and interest | 150.00% | ||||||
Convertible issuance, description | Convertible (after 180 days) to Common Stock of the Company at a conversion price equals to 58% multiplied by the average of the two lowest trading prices during the previous ten trading days ending on the latest complete trading day prior to the conversion date. The note may be prepaid at 150% of outstanding principal and interest up to 180 days. | ||||||
Preferred Stockholders [Member] | |||||||
Accrued interest | $ 426,155 | $ 413,255 | |||||
Minimum [Member] | |||||||
Short term notes payable interest rate | 6.00% | ||||||
Maximum [Member] | |||||||
Short term notes payable interest rate | 36.00% |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | Jul. 09, 2012 | Oct. 31, 2000 | May 31, 2011 | Dec. 31, 2016 | Feb. 01, 2010 |
Costs incurred in breach of contract for damages | $ 75,000 | ||||
Settlement agreement amount | $ 62,500 | ||||
Administrative costs | 4,500 | ||||
Legal costs | 2,500 | ||||
Accrued litigation amount | $ 140,491 | 79,000 | |||
Accrued potential liabilities | 172,091 | ||||
Promissory notes outstanding | $ 140,000 | ||||
Accrued Liabilities [Member] | |||||
Accrued potential liabilities | $ 90,000 | ||||
William Davidson [Member] | |||||
Settlement agreement amount | $ 200,000 |
Payroll Tax Liabilities (Detail
Payroll Tax Liabilities (Details Narrative) | 12 Months Ended |
Jun. 30, 2014USD ($) | |
Penalties, interest and tax | $ 118,399 |
Internal Revenue Service [Member] | |
Penalties, interest and tax | 41,974 |
State of California Employment Development Department [Member] | |
Penalties, interest and tax | $ 19,290 |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | Dec. 22, 2016 | Dec. 05, 2016 | Oct. 30, 2016 | Aug. 31, 2016 | Aug. 28, 2016 | Jul. 29, 2016 | Apr. 02, 2015 | Mar. 15, 2012 | Dec. 31, 2016 | Aug. 30, 2016 | Jun. 30, 2016 | Feb. 29, 2016 |
Number of authorized capital stock | 400,000,000 | |||||||||||
Number of authorized capital stock, par value | $ 0.001 | |||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock reverse stock split | 1 for 1,500 | |||||||||||
Common stock adjusted for reverse split for one share | 1,500 | |||||||||||
Treasury stock, post-split shares | 79,169 | 67,271 | ||||||||||
Treasury stock, value | $ 22,154 | $ 21,823 | ||||||||||
Issued share per share price | $ 1.50 | |||||||||||
Accrued interest | $ 2,798,557 | $ 2,879,655 | ||||||||||
Common stock, shares issued | 19,480,413 | 15,370,825 | ||||||||||
Common stock, shares outstanding | 13,807,086 | 9,697,498 | ||||||||||
Preferred stock issued | ||||||||||||
Preferred stock outstanding | ||||||||||||
Class A Preferred Stock [Member] | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Preferred stock, shares designated | 50,000,000 | |||||||||||
Preferred stock, shares authorized | 100,000,000 | |||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||
Percentage of non-compounding cumulative dividends per annum | 12.00% | |||||||||||
Percentage of variable conversion market price | 75.00% | |||||||||||
Percentage of discount rate | 25.00% | |||||||||||
Percentage of original purchase price of preferred stock | 120.00% | |||||||||||
February 21, 2017 [Member] | ||||||||||||
Issued share per share price | $ 0.001 | |||||||||||
Common stock, shares issued | 14,844,255 | |||||||||||
Common stock, shares outstanding | 14,844,255 | |||||||||||
Number of common stock for future reserve | 5,673,327 | |||||||||||
Investor [Member] | Restricted Stock [Member] | ||||||||||||
Issued share per share price | $ 0.4088 | |||||||||||
Number of shares issued during period to investor in cash, shares | 48,930 | |||||||||||
Issued shares to investor in cash, value | $ 20,000 | |||||||||||
Consultant [Member] | Restricted Stock [Member] | ||||||||||||
Number of shares issued during period for services | 200,000 | |||||||||||
Issued share per share price | $ 0.25 | |||||||||||
Thuong Le [Member] | ||||||||||||
Number of converted shares during period | 606,060 | |||||||||||
Accrued interest | $ 150,000 | |||||||||||
Henry Fahman [Member] | ||||||||||||
Converted shares, value | $ 250,000 | |||||||||||
Henry Fahman [Member] | Restricted Stock [Member] | ||||||||||||
Number of converted shares during period | 2,500,000 | |||||||||||
Milost Advisors, Inc [Member] | Restricted Stock [Member] | ||||||||||||
Number of shares issued during period for services | 22,500 | |||||||||||
Issued share per share price | $ 0.40 | |||||||||||
Auctus Fund, LLC [Member] | ||||||||||||
Converted shares, value | $ 56,750 | |||||||||||
Number of converted shares during period | 529,598 | |||||||||||
Accrued interest | $ 59,580 | $ 2,830 | ||||||||||
EMA Financial, LLC [Member] | January 30, 2017 [Member] | ||||||||||||
Converted shares, value | $ 7,011 | |||||||||||
Number of converted shares during period | 180,000 | |||||||||||
EMA Financial, LLC [Member] | February 9, 2017 [Member] | ||||||||||||
Converted shares, value | $ 7,200 | |||||||||||
Number of converted shares during period | 200,000 | |||||||||||
JSJ Investments, Inc [Member] | February 7, 2017 [Member] | ||||||||||||
Converted shares, value | $ 33,735 | |||||||||||
Number of converted shares during period | 657,169 |
Stock-Based Compensation Plan46
Stock-Based Compensation Plan (Details Narrative) - $ / shares | Sep. 23, 2016 | Mar. 18, 2015 |
Employee benefit plan shares of common stock for eligible employees | 1,000,000 | |
Henry Fahman [Member] | ||
Option grant date exercise price per share | $ 0.24 | |
Number of option shares | 6,520,000 | |
Number of options outstanding term | 7 years | |
Number of options exercisable term | 1 year |
Stock-Based Compensation Plan -
Stock-Based Compensation Plan - Schedule of Fair Value of Stock Option Assumption (Details) | 6 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 1.18% |
Expected life | 7 years |
Expected volatility | 239.30% |
Stock-Based Compensation Plan48
Stock-Based Compensation Plan - Schedule of Fair Value of Stock Option Issuance Date (Details) | 6 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Tam Bui [Member] | |
Stock Options Issue Date | Sep. 23, 2016 |
Stock Options Maturity Date | Sep. 23, 2023 |
Stock Options Shares | shares | 875,000 |
Stock Options Exercise Price | $ / shares | $ 0.24 |
Fair Value at Issuance of Stock Option | $ | $ 219,464 |
Frank Hawkins [Member] | |
Stock Options Issue Date | Sep. 23, 2016 |
Stock Options Maturity Date | Sep. 23, 2023 |
Stock Options Shares | shares | 875,000 |
Stock Options Exercise Price | $ / shares | $ 0.24 |
Fair Value at Issuance of Stock Option | $ | $ 219,464 |
Henry Fahman [Member] | |
Stock Options Issue Date | Sep. 23, 2016 |
Stock Options Maturity Date | Sep. 23, 2023 |
Stock Options Shares | shares | 4,770,000 |
Stock Options Exercise Price | $ / shares | $ 0.24 |
Fair Value at Issuance of Stock Option | $ | $ 1,187,984 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
President and Secretary [Member] | ||
Accrued salaries | $ 52,500 | $ 52,500 |
Contracts and Commitments (Deta
Contracts and Commitments (Details Narrative) | Nov. 03, 2016USD ($)a | Oct. 26, 2016USD ($)a | Oct. 03, 2016CADCAD / sharesshares | Sep. 30, 2016 | Sep. 30, 2016USD ($)shares | Sep. 27, 2016USD ($)$ / shares | Sep. 25, 2016USD ($)$ / shares | Sep. 03, 2016USD ($) | Aug. 31, 2016 | Aug. 24, 2016 | Jul. 29, 2016shares | Jul. 11, 2016USD ($)$ / shares | Jul. 17, 2015USD ($)shares | Sep. 30, 2011USD ($) | Dec. 31, 2016USD ($)a$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)a$ / sharesshares | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Sep. 28, 2016USD ($) | Sep. 14, 2016 | Sep. 08, 2016USD ($) | Sep. 03, 2016CAD | Aug. 30, 2016USD ($) |
Revenues | $ 40,000 | $ 194,700 | $ 90,000 | $ 234,700 | ||||||||||||||||||||
Customer advances | $ 288,219 | $ 288,219 | $ 288,219 | |||||||||||||||||||||
Stock price per share | $ / shares | $ 1.50 | $ 1.50 | ||||||||||||||||||||||
Percentage of equity ownership | 77.00% | |||||||||||||||||||||||
Total area in hectares | a | 408 | 10 | 10 | |||||||||||||||||||||
Purchase price | $ 1,500,000 | $ 82,733 | $ (82,733) | |||||||||||||||||||||
Asia Green Corp [Member] | ||||||||||||||||||||||||
Stock compensation expenses | $ 75,000 | |||||||||||||||||||||||
Number of common stock shares allocated for exchange of funds | shares | 500,000 | |||||||||||||||||||||||
letter with Milost Advisors, Inc [Member] | ||||||||||||||||||||||||
Number of shares returned to client | shares | 22,500 | |||||||||||||||||||||||
Retainer fee | $ 100,000 | |||||||||||||||||||||||
Cash | 10,000 | |||||||||||||||||||||||
Stock issued for services | $ 90,000 | |||||||||||||||||||||||
Stock price per share | $ / shares | $ 0.40 | |||||||||||||||||||||||
Percentage of cash success fee | 8.00% | |||||||||||||||||||||||
Percentage of equity ownership | 5.00% | |||||||||||||||||||||||
Milost Advisors, Inc [Member] | ||||||||||||||||||||||||
Payment of debt | $ 12,000,000 | |||||||||||||||||||||||
Line of credit loan facility | 20,000,000 | |||||||||||||||||||||||
Line of credit facility non interest bearing | 12,000,000 | |||||||||||||||||||||||
Proceeds from drawdown line of credit | $ 8,000,000 | |||||||||||||||||||||||
Debt period interest rate | 5.00% | |||||||||||||||||||||||
TCA Global Credit Master Fund, LP [Member] | ||||||||||||||||||||||||
Line of credit maximum borrowing | $ 15,000,000 | |||||||||||||||||||||||
Line of credit available for drawdown | $ 4,000,000 | |||||||||||||||||||||||
Line of credit interest rate | 80.00% | |||||||||||||||||||||||
Milost Global, Inc [Member] | ||||||||||||||||||||||||
Proceeds from drawdown line of credit | $ 15,000,000 | |||||||||||||||||||||||
Investment cost | $ 100,000,000 | |||||||||||||||||||||||
Working capital | $ 15,000,000 | |||||||||||||||||||||||
Contingency discount rate | 20.00% | |||||||||||||||||||||||
Commitment fee percent | 4.00% | |||||||||||||||||||||||
Milost Global, Inc [Member] | Milost Equity Subscription Agreement [Member] | ||||||||||||||||||||||||
Stock price per share | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||
Line of credit maximum borrowing | $ 500,000 | |||||||||||||||||||||||
Investment cost | $ 50,000,000 | |||||||||||||||||||||||
Working capital | $ 100,000 | |||||||||||||||||||||||
Contingency discount rate | 20.00% | |||||||||||||||||||||||
Common stock not reached price per share | $ / shares | $ 2 | |||||||||||||||||||||||
Trading price per share | $ / shares | $ 2 | $ 6 | $ 6 | |||||||||||||||||||||
Payment of commitment | $ 2,750,000 | |||||||||||||||||||||||
Debt commitment of convertible note | $ 50,000,000 | |||||||||||||||||||||||
Debt instrument interest rate | 5.00% | |||||||||||||||||||||||
Proceeds from cash payment for acquisition | $ 2,150,000 | |||||||||||||||||||||||
Document fees | $ 500,000 | $ 500,000 | ||||||||||||||||||||||
PHI Group, Inc [Member] | ||||||||||||||||||||||||
Investment cost | 50,000,000 | |||||||||||||||||||||||
Loan payable | $ 50,000,000 | |||||||||||||||||||||||
Canadian Educational Company [Member] | CAD [Member] | ||||||||||||||||||||||||
Number of common stock shares allocated for exchange of funds | shares | 311,286,356 | |||||||||||||||||||||||
Stock price per share | CAD / shares | CAD 0.0165 | |||||||||||||||||||||||
Working capital | CAD | CAD 13,800,000 | |||||||||||||||||||||||
Cash and stock investment | CAD | 20,000,000 | CAD 20,000,000 | ||||||||||||||||||||||
Settlement of bank debts | CAD | CAD 6,200,000 | |||||||||||||||||||||||
Thinh Hung Investment Co [Member] | ||||||||||||||||||||||||
Revenues | $ 26,656 | |||||||||||||||||||||||
Payment of debt | $ 5,000 | |||||||||||||||||||||||
Sports Pouch Beverage Co [Member] | ||||||||||||||||||||||||
Number of common stock shares issued during the period | shares | 292,050,000 | |||||||||||||||||||||||
Number of shares returned to client | shares | 97,350,000 | |||||||||||||||||||||||
Agri Target [Member] | ||||||||||||||||||||||||
Business acquisition percentage | 81.00% | |||||||||||||||||||||||
Common stock percentage | 19.00% | |||||||||||||||||||||||
Abound Farms, Inc [Member] | ||||||||||||||||||||||||
Business acquisition percentage | 100.00% | |||||||||||||||||||||||
Two Independent Consulting Firms [Member] | ||||||||||||||||||||||||
Number of restricted common stock issued during the period | $ 35,000 | |||||||||||||||||||||||
Consulting Firms One [Member] | ||||||||||||||||||||||||
Number of restricted common stock shares issued during the period | shares | 100,000 | |||||||||||||||||||||||
Consulting Firms Two [Member] | ||||||||||||||||||||||||
Number of restricted common stock shares issued during the period | shares | 100,000 | |||||||||||||||||||||||
Blue Rok, Inc [Member] | ||||||||||||||||||||||||
Total area in hectares | a | 16.6 | |||||||||||||||||||||||
Purchase price | $ 2,900,000 | |||||||||||||||||||||||
Payments for cash | 1,400,000 | |||||||||||||||||||||||
Debt installment payment | $ 140,000 | |||||||||||||||||||||||
Blue Rok, Inc [Member] | BRI [Member] | ||||||||||||||||||||||||
Total area in hectares | a | 140 | |||||||||||||||||||||||
Purchase price | $ 1,500,000 |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 38,427,555 | $ 38,427,555 | $ 37,774,842 | ||
Stockholders' deficit | 6,558,074 | 6,558,074 | $ 7,001,960 | ||
Net income (loss) from operations | $ (72,916) | $ 73,663 | $ (262,862) | $ 15,604 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 09, 2017 | Feb. 07, 2017 | Feb. 02, 2017 | Jan. 30, 2017 | Jan. 26, 2017 |
EMA Financial, LLC [Member] | |||||
Convertible promissory note converted of principal amount | $ 7,200 | $ 7,011 | |||
Convertible promissory note converted shares issued | 200,000 | 180,000 | |||
JSJ Investments, Inc. [Member] | |||||
Convertible promissory note converted of principal amount | $ 33,735 | ||||
Convertible promissory note converted shares issued | 657,169 | ||||
Assigned convertible promissory note | $ 33,735 | ||||
Debt prepayment penalty amount | 25,301 | ||||
Convertible promissory note face amount | $ 42,000 | ||||
Convertible promissory note interest rate | 10.00% | ||||
Convertible promissory note maturity date | Nov. 2, 2017 | ||||
Debt conversion price rate | 55.00% | ||||
JSJ Investments, Inc. [Member] | Minimum [Member] | |||||
Percentage of outstanding principal and interest depending on time of prepayment | 135.00% | ||||
JSJ Investments, Inc. [Member] | Maximum [Member] | |||||
Percentage of outstanding principal and interest depending on time of prepayment | 150.00% | ||||
Memorandum of Agreement [Member] | Hoang Minh Chau Hung Yen, LLC., [Member] | |||||
Acquisition of business percentage | 51.00% |