Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | UPD HOLDING CORP. | |
Entity Central Index Key | 0000836937 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-13621 | |
Entity Incorporation State Country Code | NV | |
Entity Interactive Data Current | No | |
Entity Reporting Status Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 171,459,556 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,999 | $ 7,215 |
Other current assets | 755 | |
Total current assets | 3,754 | 7,215 |
Property and equipment, net | 74,617 | |
Total assets | 3,754 | 81,832 |
Current liabilities: | ||
Accounts payable | 172,517 | 179,671 |
Accrued interest | 87,271 | 75,698 |
Convertible notes payable | 230,129 | 155,000 |
Due to shareholders | 72,225 | 71,074 |
Notes payable | 115,560 | 485,560 |
Total current liabilities | 677,702 | 967,003 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.01 par value; 10,000,000 authorized and none issued and outstanding | ||
Common stock, $0.005 par value; 200,000,000 shares authorized and 171,459,556 and 171,008,684 issued and outstanding at March 31, 2020 and June 30, 2019, respectively | 857,298 | 855,044 |
Additional paid-in-capital | 1,752,535 | 1,709,731 |
Accumulated deficit | (3,283,781) | (3,449,946) |
Total stockholders' deficit | (673,948) | (885,171) |
Total liabilities and stockholders' deficit | $ 3,754 | $ 81,832 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 171,459,556 | 171,008,684 |
Common stock, outstanding | 171,459,556 | 171,008,684 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||||
Product sales | $ 14,274 | |||
Operating costs and expenses: | ||||
Cost of revenue | 85,863 | |||
Professional fees | 29,092 | 8,865 | 113,838 | 45,519 |
Impairment of goodwill | 2,170,124 | |||
General and administrative | 595 | 3,613 | 4,111 | 60,588 |
Total operating costs and expenses | 29,687 | 12,478 | 117,949 | 2,362,094 |
Operating loss | (29,687) | (12,478) | (117,949) | (2,347,820) |
Interest expense, net | (5,837) | (38,360) | (40,708) | (121,850) |
Other income, net | 301,383 | 324,822 | 17,771 | |
Income (loss) from continuing operations, before income taxes | 265,859 | (50,838) | 166,165 | (2,451,899) |
Provision for income taxes | ||||
Net income (loss) | $ 265,859 | $ (50,838) | $ 166,165 | $ (2,451,899) |
Basic and diluted earnings (loss) per share from: (in dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.02) |
Weighted average shares outstanding Basic and diluted (in shares) | 169,545,852 | 162,566,772 | 169,414,938 | 162,566,772 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Jun. 30, 2018 | $ 812,834 | $ 949,552 | $ (950,022) | $ 812,364 | |
Balance at beginning (in shares) at Jun. 30, 2018 | 162,566,772 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation | 8,542 | 8,542 | |||
Net loss | (82,137) | (82,137) | |||
Balance at end at Sep. 30, 2018 | $ 812,834 | 958,094 | (1,032,159) | 738,769 | |
Balance at end (in shares) at Sep. 30, 2018 | 162,566,772 | ||||
Balance at beginning at Jun. 30, 2018 | $ 812,834 | 949,552 | (950,022) | 812,364 | |
Balance at beginning (in shares) at Jun. 30, 2018 | 162,566,772 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,451,899) | ||||
Balance at end at Mar. 31, 2019 | $ 812,834 | 958,094 | (3,401,921) | (1,630,993) | |
Balance at end (in shares) at Mar. 31, 2019 | 162,566,772 | ||||
Balance at beginning at Sep. 30, 2018 | $ 812,834 | 958,094 | (1,032,159) | 738,769 | |
Balance at beginning (in shares) at Sep. 30, 2018 | 162,566,772 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,318,924) | (2,318,924) | |||
Balance at end at Dec. 31, 2018 | $ 812,834 | 958,094 | (3,351,083) | (1,580,155) | |
Balance at end (in shares) at Dec. 31, 2018 | 162,566,772 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (50,838) | (50,838) | |||
Balance at end at Mar. 31, 2019 | $ 812,834 | 958,094 | (3,401,921) | (1,630,993) | |
Balance at end (in shares) at Mar. 31, 2019 | 162,566,772 | ||||
Balance at beginning at Jun. 30, 2019 | $ 855,044 | 1,709,731 | (3,449,946) | (885,171) | |
Balance at beginning (in shares) at Jun. 30, 2019 | 171,008,684 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for conversion of debt and interest | $ 569 | 10,814 | 11,383 | ||
Issuance of common stock for conversion of debt and interest (in shares) | 113,833 | ||||
Net loss | (20,243) | (20,243) | |||
Balance at end at Sep. 30, 2019 | $ 855,613 | 1,720,545 | (3,470,189) | (894,031) | |
Balance at end (in shares) at Sep. 30, 2019 | 171,122,517 | ||||
Balance at beginning at Jun. 30, 2019 | $ 855,044 | 1,709,731 | (3,449,946) | (885,171) | |
Balance at beginning (in shares) at Jun. 30, 2019 | 171,008,684 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | 166,165 | ||||
Balance at end at Mar. 31, 2020 | $ 857,298 | 1,752,535 | (3,283,781) | (673,948) | |
Balance at end (in shares) at Mar. 31, 2020 | 171,459,556 | ||||
Balance at beginning at Sep. 30, 2019 | $ 855,613 | 1,720,545 | (3,470,189) | (894,031) | |
Balance at beginning (in shares) at Sep. 30, 2019 | 171,122,517 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for conversion of debt and interest | $ 1,685 | 31,990 | 33,675 | ||
Issuance of common stock for conversion of debt and interest (in shares) | 337,039 | ||||
Net loss | (79,451) | (79,451) | |||
Balance at end at Dec. 31, 2019 | $ 857,298 | 1,752,535 | (3,549,640) | (939,807) | |
Balance at end (in shares) at Dec. 31, 2019 | 171,459,556 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | 265,859 | 265,859 | |||
Balance at end at Mar. 31, 2020 | $ 857,298 | $ 1,752,535 | $ (3,283,781) | $ (673,948) | |
Balance at end (in shares) at Mar. 31, 2020 | 171,459,556 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 166,165 | $ (2,451,899) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 8,542 | |
Gain on settlement of debt | (324,822) | |
Impairment of goodwill | 2,170,124 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,783 | |
Inventory | 76,475 | |
Other current assets | (755) | |
Accrued interest | 42,631 | 79,080 |
Accounts payable | (6,003) | (10,242) |
Net cash used in operating activities | (122,784) | (125,137) |
Cash flows from financing activities: | ||
Proceeds from related party notes payable | 10,000 | 74,560 |
Proceeds from issuance of convertible notes payable | 115,129 | 71,000 |
Principal payments on notes payable | (6,561) | (33,750) |
Net cash provided by financing activities | 118,568 | 111,810 |
Net decrease in cash and cash equivalents | (4,216) | (13,327) |
Cash and cash equivalents at beginning of period | 7,215 | 13,806 |
Cash and cash equivalents at end of period | 2,999 | 479 |
Cash paid for income taxes | ||
Cash paid for interest | 4,000 | 30,769 |
Non-Cash Supplemental Disclosures | ||
Common stock issued for debt settlement | 40,000 | |
Notes payable forgiven for asset disposition | $ 350,000 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 9 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND ORGANIZATION | NOTE 1 – BUSINESS AND ORGANIZATION UPD Holding Corp. (“UPD”, “Company”), incorporated in the State of Nevada, is a holding Company seeking to acquire assets and businesses to provide a competitive advantage through cost-sharing and other synergies. The Company currently operates in the food and beverage industry through Record Street Brewing (“RSB”) and weight and health management with its distribution and marketing agreement with iMetabolic (“IMET”). The Company is pursuing business development opportunities in the food and beverage industry and other product licensing agreements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Statements The accompanying unaudited interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission and are unaudited. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented have been made. The results for the three and nine-month period ended March 31, 2020, may not be indicative of the results for the entire year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the Securities and Exchange Commission on March 17, 2020. The preparation of the Company’s unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. Principles of Consolidation The Company consolidates the assets, liabilities, and operating results of its wholly owned and majority-owned subsidiaries; Net Edge Devices, LLC, an Arizona Limited Liability Company, iMetabolic Corp, (“IMET”) a Nevada corporation, and Record Street Brewing Co. a Nevada corporation. All intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of 90 days of less at the date of purchase. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. As of March 31, 2020 and June 30, 2019 the Company did not have any cash equivalents or cash deposits in excess of the federally insured limits. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. Revenue Recognition The Company sells beer and beverage products to its customers. The product sales represent revenue earned under contracts in which the Company bills and collects charges for delivery of products. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the Company satisfies its performance obligations. Revenues from product sales are recognized when the Company’s performance obligations are satisfied upon delivery. The Company primarily invoices its customers when orders are received and does not provide any refunds, rights of return, or warranties to its customers. The Company has not recognized any revenue since the quarter ended September 30, 2018. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 – Leases (Accounting Standards Codification (“ASC” )Topic 842). Under the new guidance a lessee will be required to recognize assets and liabilities for leases with lease terms more than 12 months, whether that lease be classified as a capital or operating lease. This update is effective in annual reporting periods beginning after December 15, 2018 and the interim periods within that year. On the Company’s adoption date, July 1, 2019, there were no non-cancelable leases. As a result, the adoption of ASC 842 did not have a material impact on the Company’s financial statements. Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, has reoccurring net losses and net capital deficiency. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
NOTES AND CONVERTIBLE NOTES PAY
NOTES AND CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES AND CONVERTIBLE NOTES PAYABLE | NOTE 3 – NOTES AND CONVERTIBLE NOTES PAYABLE The Company’s notes payable consist of the following: Note Description March 31, June 30, Notes Payable: Notes Payable matured in December 2018 a nominal interest rate $ 31,000 $ 281,000 Notes Payable matured in December 2018 a nominal interest rate — 100,000 Related Party Note Payable due October 2020 a nominal interest 84,560 74,560 Note payable issued with a maturity date of December 2019 and a — 30,000 Total Notes payable $ 115,560 $ 485,560 Accrued interest 26,215 3,000 Total convertible and other notes payable, net $ 141,775 $ 488,560 Throughout the nine months ended March 31, 2020 the Company did not have the financial resources to make current payments on these notes payable. The Company is in negotiations with the note holders and has not incurred significant penalties associated with the current default. In August 2019, the Company settled a previously outstanding note payable totaling $30,000 with a cash payment of $6,561 and recognized a gain on settlement of $23,439. In January 2020, the Company settled a total of $250,000 previously outstanding notes payable with a nominal interest rate of 12% and $100,000 previously outstanding notes payable with a nominal interest rate of 18% in exchange for property and equipment and other assets with a net book value totaling $74,617. As a result of the settlement the Company recognized a gain of $301,383 during the three and nine months ended March 31, 2020. The Company’s convertible notes payable consist of the following: Convertible Note Description March 31, 2020 June 30, 2019 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in April 2018 (related party) $ 65,000 $ 65,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in the fourth quarter of fiscal 2019 5,000 40,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in the first quarter of fiscal 2020 10,000 10,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 15%; and matured in the third quarter of fiscal 2020 5,000 5,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the fourth quarter of fiscal 2020 30,000 30,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the first quarter of fiscal 2021 35,000 — Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the second quarter of fiscal 2021 15,000 — Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the second quarter of fiscal 2020 — 5,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the third quarter of fiscal 2021 65,129 — Total Convertible notes payable $ 230,129 $ 155,000 Accrued interest 61,056 72,698 Total convertible and other notes payable, net $ 291,185 $ 227,698 The Company’s outstanding convertible notes, with the exception of the related party notes as further discussed in Note 5, automatically convert to shares of common stock and $0.10 per share upon maturity if not paid in full prior to maturity. The Company did not make monthly and interest payments on its outstanding convertible notes payable. During the nine months ended March 31, 2020, the Company settled previously outstanding convertible note principal and interest totaling approximately $45,000 via the issuance of 450,872 shares of restricted and unregistered common stock. During the nine months ended March 31, 2020 and 2019 the Company recognized interest expense on all outstanding notes and convertible notes payable totaling approximately $41,000 and $122,000, respectively. During the three months ended March 31, 2020 and 2019 the Company recognized interest expense on all outstanding notes and convertible notes payable totaling approximately $6,000 and $38,000, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY At March 31, 2020, the Company’s authorized capital stock consists of 200,000,000 shares of common stock, par value of $.005, and 10,000,000 shares of preferred stock, par value $.01. At March 31, 2020, there were 171,459,556 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued and outstanding. The following provides a description of the shares issued during the nine months ended March 31, 2020: During the three months ended December 31, 2019 the Company issued 337,039 shares of common stock for the settlement of convertible notes and accrued interest totaling $33,675. During the three months ended September 30, 2019 the Company issued 113,833 shares of common stock for the settlement of convertible notes and accrued interest totaling $11,383. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS In February 2020 the Company’s CEO entered into a promissory note payable in which the Company received cash proceeds totaling $10,000. The note carries a nominal interest rate of 6% and matures in October 2020. From time to time the Company has received working capital advances from shareholders. These advances are used to settle the Company’s on-going operating expenses. The shareholders have agreed to not accrue interest on the notes, and they are due on demand. Through March 31, 2020 the shareholders have informally agreed to defer payment until the Company’s operations are generating sufficient cash flows, however, they are under no obligation to do so in the future. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS In June 2020 the Company, through its Record Street Brewing subsidiary, entered into a licensing agreement whereby its beer brands will be produced and distributed by a third-party. The third party operates a gastropub in Reno, Nevada under the Record Street Brewery name. The licensing agreement has an effective date of July 1, 2020 and is set to receive 25% of the gross profits sold and distributed outside of the gastropub premises. In May 2020 the Company entered into a convertible promissory note payable for cash proceeds totaling $50,000. The note carries 12% interest, matures in one year from the date of issuance, and is convertible into common stock at a price of $0.10 per share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission and are unaudited. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented have been made. The results for the three and nine-month period ended March 31, 2020, may not be indicative of the results for the entire year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the Securities and Exchange Commission on March 17, 2020. The preparation of the Company’s unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. |
Principles of Consolidation | Principles of Consolidation The Company consolidates the assets, liabilities, and operating results of its wholly owned and majority-owned subsidiaries; Net Edge Devices, LLC, an Arizona Limited Liability Company, iMetabolic Corp, (“IMET”) a Nevada corporation, and Record Street Brewing Co. a Nevada corporation. All intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of 90 days of less at the date of purchase. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. As of March 31, 2020 and June 30, 2019 the Company did not have any cash equivalents or cash deposits in excess of the federally insured limits. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates. |
Revenue Recognition | Revenue Recognition The Company sells beer and beverage products to its customers. The product sales represent revenue earned under contracts in which the Company bills and collects charges for delivery of products. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the Company satisfies its performance obligations. Revenues from product sales are recognized when the Company’s performance obligations are satisfied upon delivery. The Company primarily invoices its customers when orders are received and does not provide any refunds, rights of return, or warranties to its customers. The Company has not recognized any revenue since the quarter ended September 30, 2018. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 – Leases (Accounting Standards Codification (“ASC” )Topic 842). Under the new guidance a lessee will be required to recognize assets and liabilities for leases with lease terms more than 12 months, whether that lease be classified as a capital or operating lease. This update is effective in annual reporting periods beginning after December 15, 2018 and the interim periods within that year. On the Company’s adoption date, July 1, 2019, there were no non-cancelable leases. As a result, the adoption of ASC 842 did not have a material impact on the Company’s financial statements. |
Going Concern | Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, has reoccurring net losses and net capital deficiency. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
NOTES AND CONVERTIBLE NOTES P_2
NOTES AND CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes notes payable | The Company’s notes payable consist of the following: Note Description March 31, June 30, Notes Payable: Notes Payable matured in December 2018 a nominal interest rate $ 31,000 $ 281,000 Notes Payable matured in December 2018 a nominal interest rate — 100,000 Related Party Note Payable due October 2020 a nominal interest 84,560 74,560 Note payable issued with a maturity date of December 2019 and a — 30,000 Total Notes payable $ 115,560 $ 485,560 Accrued interest 26,215 3,000 Total convertible and other notes payable, net $ 141,775 $ 488,560 |
Schedule of convertible notes payable | The Company’s convertible notes payable consist of the following: Convertible Note Description March 31, 2020 June 30, 2019 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in April 2018 (related party) $ 65,000 $ 65,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in the fourth quarter of fiscal 2019 5,000 40,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matured in the first quarter of fiscal 2020 10,000 10,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 15%; and matured in the third quarter of fiscal 2020 5,000 5,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the fourth quarter of fiscal 2020 30,000 30,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the first quarter of fiscal 2021 35,000 — Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the second quarter of fiscal 2021 15,000 — Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the second quarter of fiscal 2020 — 5,000 Notes payable convertible into common stock at $0.10 per share; nominal interest rate of 12%; and matures in the third quarter of fiscal 2021 65,129 — Total Convertible notes payable $ 230,129 $ 155,000 Accrued interest 61,056 72,698 Total convertible and other notes payable, net $ 291,185 $ 227,698 |
NOTES AND CONVERTIBLE NOTES P_3
NOTES AND CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Total Notes payable | $ 115,560 | $ 485,560 |
Accrued interest | 26,215 | 3,000 |
Total convertible and other notes payable, net | 141,775 | 488,560 |
Notes Payble [Member] | ||
Total Notes payable | 31,000 | 281,000 |
18% Notes payble Due in December 2018 [Member] | ||
Total Notes payable | 100,000 | |
6% Related party Notes payble Due in october 2020 [Member] | ||
Total Notes payable | 84,560 | 74,560 |
12% Notes payble Due in December 2019 [Member] | ||
Total Notes payable | $ 30,000 |
NOTES AND CONVERTIBLE NOTES P_4
NOTES AND CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2020 | |
Total Convertible notes payable | $ 155,000 | $ 230,129 |
Accrued interest | 72,698 | 61,056 |
Total convertible and other notes payable, net | 227,698 | 291,185 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 65,000 | $ 65,000 |
Maturity date | April 2018 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 40,000 | $ 5,000 |
Maturity date | Fourth quarter of fiscal 2019 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 10,000 | $ 10,000 |
Maturity date | First quarter of fiscal 2020 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 5,000 | $ 5,000 |
Maturity date | Third quarter of fiscal 2020 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 30,000 | $ 30,000 |
Maturity date | Fourth quarter of fiscal 2020 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 35,000 | |
Maturity date | First quarter of fiscal 2021 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 15,000 | |
Maturity date | Second quarter of fiscal 2021 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 5,000 | |
Maturity date | Second quarter of fiscal 2020 | |
Share price | $ 0.10 | $ 0.10 |
12% Convertible Notes Payble [Member] | ||
Total Convertible notes payable | $ 65,129 | |
Maturity date | Third quarter of fiscal 2021 | |
Share price | $ 0.10 | $ 0.10 |
NOTES AND CONVERTIBLE NOTES P_5
NOTES AND CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 31, 2020 | |
Conversion price (in dollars per share) | $ 0.10 | $ 0.10 | ||||
Interest expense | $ 6,000 | $ 38,000 | $ 41,000 | $ 122,000 | ||
Gain on settlement | $ 301,383 | $ 324,822 | ||||
18% Notes Payble [Member] | ||||||
Previously outstanding note payable | $ 100,000 | |||||
18% Notes Payble [Member] | Property, Plant and Equipment, Other [Member] | ||||||
Net book value | 74,617 | |||||
12% Notes Payble [Member] | ||||||
Previously outstanding note payable | $ 250,000 | |||||
Notes Payble [Member] | ||||||
Previously outstanding note payable | $ 30,000 | |||||
Cash payment | 6,561 | |||||
Gain on settlement | $ 23,439 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2020 | Jun. 30, 2019 | |
Equity [Abstract] | ||||
Common stock, authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value | $ 0.005 | $ 0.005 | ||
Preferred stock, authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Common stock, issued | 171,459,556 | 171,008,684 | ||
Common stock, outstanding | 171,459,556 | 171,008,684 | ||
Number of common shares issued, shares | 337,039 | 113,833 | ||
Number of common shares issued, value | $ 33,675 | $ 11,383 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Convertible Promissory Note Payable [Member] - Chief Executive Officer [Member] | 1 Months Ended |
Feb. 29, 2020USD ($) | |
Maturity date | Oct. 31, 2020 |
Proceeds from notes payable | $ 10,000 |
Interest rate of debt | 6.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Debt conversion price (in dollars per share) | $ 0.10 | ||
Proceed from convertible notes payable | $ 115,129 | $ 71,000 | |
Subsequent Event [Member] | Convertible Promissory Note Payable [Member] | |||
Debt conversion price (in dollars per share) | $ 0.10 | ||
Proceed from convertible notes payable | $ 50,000 | ||
Interest payments | 12.00% |