Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Nov. 23, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Sugarmade, Inc. | |
Entity Central Index Key | 919,175 | |
Document Type | 10-K/A | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | true | |
Amendment Description | We are filing this amendment ("Amendment No. 1") to our Annual Report on Form 10-K for the period ended June 30, 2018, originally filed with the Securities and Exchange Commission (the "SEC") on November 28, 2018, for the purposes of 1) correcting a typographical error in Part 1: Financial Information, specifically labeled Sugarmade, Inc. and Subsidiary Consolidated Balance Sheet and, 2) Consolidated P&L. Amendment No. 1 corrects a typographical error that was caused by a clerical error where a previous version of the financial statement was not amended and replaced with an updated version. Specifically, relative to the Consolidated Statement of Balance Sheet error against the Company's retained earnings of $19,235. The error and Amendment No. 1, described above, does not affect the Consolidated Statement of Operations for the period ending June 30, 2018 and there will be no restatement of the Consolidated Statement of Operations for the period ending June 30, 2018. Amendment No. 2 corrects a typographical error that was misclassified for $15,150 against the warrant expense activity. The error and Amendment No. 2, described above, does not affect the Consolidated Statement of Operations for the period ending June 30, 2018 and there will be no restatement of the Consolidated Statement of Operations for the period ending June 30, 2018. This Form 10-K/A does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related or other disclosures, including forward-looking statements, made in the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K. | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $ 28,730,000 | |
Entity Common Stock, Shares Outstanding | 299,897,579 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,018 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash | $ 42,121 | $ 101,880 |
Accounts receivable, net | 453,623 | 113,218 |
Inventory, net | 531,249 | 568,229 |
Loan receivables | 157,872 | 10,000 |
Other current assets | 756,565 | 190,338 |
Total current assets | 1,941,432 | 983,665 |
Equipment, net | 195,180 | 61,792 |
Intangible Asset | 12,600 | 73,125 |
Other assets | 38,751 | 27,081 |
Total Assets | 2,187,963 | 1,145,663 |
Current liabilities: | ||
Note payable due to bank | 25,982 | 25,982 |
Accounts payable and accrued liabilities | 1,707,641 | 1,503,920 |
Accounts payable - related party | 23,086 | |
Customer deposits | 329,509 | 232,591 |
Unearned revenue | 110,142 | 63,304 |
Other payable | 241,771 | 223,482 |
Accrued interest | 493,365 | 116,236 |
Accrued compensation and personnel related payables | 869,673 | 11,403 |
Note Payable | 20,000 | |
Notes payable - related parties | 23,000 | 70,666 |
Loans payable | 329,029 | 192,801 |
Loans payable - related party | 30,000 | 228,412 |
Convertible notes payable, net | 2,399,941 | 1,502,023 |
Derivative liabilities | 3,069,616 | 1,134,000 |
Warrants liabilities | 40,400 | 25,250 |
Shares to be issued | 2,691,000 | 893,000 |
Total current liabilities | 12,381,069 | 6,246,156 |
Total liabilities | 12,381,069 | 6,246,156 |
Stockholders' deficiency: | ||
Preferred Stock, $0.001 Par Value, 10,000,000 Shares Authorized, None Issued and Outstanding | ||
Common Stock, $0.001 Par Value, 1,990,000,000 Shares Authorized, 246,135,203 and 226,734,372 Shares Issued and Outstanding at June 30, 2018 and 2017 | 246,136 | 226,735 |
Additional paid-in capital | 21,952,560 | 20,768,185 |
Shares to Be Issued, Preferred Shares | 2,000,000 | 2,000,000 |
Shares to Be Issued, Common Shares | 467,996 | 467,996 |
Accumulated (deficit) | (34,859,799) | (28,563,409) |
Total stockholders' (deficiency) | (10,193,106) | (5,100,493) |
Total liabilities and stockholder's deficiency | $ 2,187,963 | $ 1,145,663 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Jun. 30, 2017 |
Statement Condensed Consolidated Balance Sheets Unaudited Parenthetical Abstract | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 |
Common stock, shares issued | 246,135,203 | 226,734,372 |
Common stock, shares outstanding | 246,135,203 | 226,734,372 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Consolidated Statements Of Operations | |||
Revenues, net | $ 4,439,324 | $ 4,100,560 | |
Cost of goods sold | 3,226,365 | 2,832,798 | |
Gross profit | 1,212,959 | 1,267,762 | |
Operating expenses: | |||
Selling, general and administrative expenses | 2,454,906 | 3,986,314 | |
Loss from operations | (1,241,947) | (2,718,552) | |
Non-operating income (expense): | |||
Interest expense | (2,077,900) | (352,300) | |
Warrant Expense | (15,150) | (25,250) | |
Change in fair value of derivative liabilities | (525,394) | (437,000) | |
Stock Based Compensation | (1,038,270) | ||
Realized Loss on Notes Converted | (1,172,000) | ||
Amortization of Debt Discount | (1,010,329) | ||
Bad Debt | (129,418) | ||
Other Income (Expense) | 18,942 | (8,595) | |
Loss on settlement | (44,607) | ||
Loss on Impairment | (65,625) | ||
Loss on asset disposal | (166,693) | ||
Total non-operating income (expense) | (5,054,444) | (1,995,145) | |
Net income (loss) | $ (6,296,390) | $ (4,713,697) | |
Basic net income (loss) per share | $ (0.03) | $ (0.02) | |
Diluted net income (loss) per share | $ (0.03) | $ (0.02) | |
Basic weighted average common shares outstanding | [1] | 242,058,522 | 202,675,344 |
[1] | Shares issuable upon conversion of convertible debts and exercising of warrants were excluded in calculating diluted loss per share. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-In Capital | Shares to be Issued, Preferred Shares | Shares to be Issued, Common Shares | Accumulated Deficit | Total |
Beginning Balance at Jun. 30, 2016 | $ 178,686 | $ 17,151,379 | $ 2,000,000 | $ 1,246,000 | $ (23,849,712) | $ (3,273,647) |
Beginning Balance, Shares at Jun. 30, 2016 | 178,685,388 | |||||
Shares Issued for Debt Settlement | $ 25,441 | 1,767,524 | 251,996 | 2,044,961 | ||
Shares Issued for Debt Settlement, Shares | 25,441,007 | |||||
Shares Issued for Equity Financing | $ 2,404 | 122,596 | 125,000 | 125,000 | ||
Shares Issued for Equity Financing, Shares | 2,403,846 | |||||
Shares Issued for Compensation | $ 29,207 | 1,713,683 | (1,230,000) | 512,890 | ||
Shares Issued for Compensation, Shares | 29,207,131 | |||||
Shares Issued for Intangible Asset | $ 75,000 | $ 75,000 | ||||
Warrants Expired | 4,000 | 4,000 | ||||
Shares Cancelled | $ (9,003) | $ 9,003 | ||||
Shares Cancelled, Shares | (9,003,000) | |||||
Net Loss | (4,713,697) | (4,713,697) | ||||
Ending Balance at Jun. 30, 2017 | $ 226,735 | 20,768,185 | 2,000,000 | 467,996 | (28,563,409) | (5,100,493) |
Ending Balance, Shares at Jun. 30, 2017 | 226,734,372 | |||||
Shares Issued for Debt Settlement | $ 13,493 | 293,317 | 306,810 | |||
Shares Issued for Debt Settlement, Shares | 13,492,560 | |||||
Shares Issued for Equity Financing | 1,798,000 | |||||
Shares Issued for Compensation | $ 4,737 | 175,263 | 180,000 | |||
Shares Issued for Compensation, Shares | 4,736,842 | |||||
Shares Issued for Intangible Asset | $ 1,171 | 80,829 | 82,000 | |||
Warrants Expired | 1,171,429 | |||||
Reclass Note Conversion | 509,323 | 509,323 | ||||
Initial Valuation of BCF | 125,642 | 125,642 | ||||
Net Loss | (6,296,390) | (6,296,390) | ||||
Ending Balance at Jun. 30, 2018 | $ 246,136 | $ 21,952,560 | $ 2,000,000 | $ 467,996 | $ (34,859,799) | $ (10,193,107) |
Ending Balance, Shares at Jun. 30, 2018 | 246,135,203 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows Statement - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (6,296,390) | $ (4,713,697) |
Adjustments to reconcile net loss to cash flows from operating activities: | ||
Bad Debt Expense | 129,418 | |
Inventory Impairment Loss | 70,332 | |
Change in exercise of warrant | 15,150 | 25,250 |
Realized Loss on Notes Converted | 1,172,000 | |
Initial valuation of debt discount | 237,547 | |
Derivative Expense and amortization of debt discount | 1,781,337 | |
Stock compensation expense | 1,038,270 | 1,257,261 |
Change in fair value of derivative liability | (525,394) | (437,000) |
Depreciation and amortization | 105,558 | 42,587 |
Changes in operating assets and liabilities | ||
Accounts receivable | (340,405) | 95,638 |
Inventory | 36,980 | (170,300) |
Other assets | (11,670) | (61,120) |
Loan Receivable | (147,872) | |
Prepayment, deposits and other receivables | (566,229) | |
Amount due to a related party | (23,086) | |
Checks Issued in Excess of Cash | (28,377) | |
Accounts payable and accrued liabilities | 222,010 | 123,560 |
Customer deposits | 96,918 | (15,708) |
Unearned revenue | 46,838 | (30,218) |
Accrued interest and other payables | 385,439 | (76,428) |
Net cash used in operating activities | (2,894,210) | (1,918,210) |
Cash flows from investing activities: | ||
Acquisition of intangible assets | (7,325) | |
Acquisition of property and equipment | (171,096) | (24,052) |
Net cash provided by (used in) investing activities | (178,421) | (24,052) |
Cash flows from financing activities: | ||
Proceeds from Issuance of Common Stock | 82,000 | 125,000 |
Proceeds from shares to be issued | 1,798,000 | 125,000 |
Proceeds from convertible notes | 1,222,722 | 1,769,523 |
Proceeds from (repayments of) loan | 156,228 | (566,453) |
Proceeds from loans | 795,420 | |
Advance from Related Parties | 1,445,301 | |
Repayment to Related Parties | (246,078) | (1,650,560) |
Net cash provided by (used in) financing activities | 3,012,872 | 2,043,231 |
Net increase (decrease) in cash | (59,759) | 100,969 |
Cash, beginning of period | 101,880 | 911 |
Cash, end of period | 42,121 | 101,880 |
Cash paid during the period for: | ||
Interest | 144,200 | |
Income taxes | 25,212 | |
Supplemental disclosure of non-cash financing activities: | ||
Debts settled through shares issuance | $ 306,810 | $ 620,965 |
Nature of Business
Nature of Business | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Sugarmade, Inc. (hereinafter referred to as ''we'', ''us"or "the/our Company'') is a publicly traded company incorporated in the state of Delaware. Our previous legal name was Diversified Opportunities, Inc. Our Company, Sugarmade, Inc. operates through our subsidiary, Sugarmade, Inc., a California corporation ("SWC Group, Inc., - CA''). As of the end of the reporting period, June 30, 2018, we were involved in several businesses including the supply of products to the quick service restaurant sub-sector of the restaurant industry and as a distributor of paper products derived from non-wood sources. We are headquartered in Monrovia, California, a suburb of Los Angeles, with two (2) additional warehouse locations in Southern California. As of date of this filing, we employ 7 full-time workers. Our Board of Directors believes the legal cannabis-related supply sector could be highly lucrative for the Company, and thus we plan to pursue a strategy of expanding operations within this area. According to the State of Legal Marijuana Markets Report (4th Edition), published by Arc View Market Research and produced by New Frontier, California is the largest medical marijuana program in the country among states where medical marijuana is currently legal. The California market is fueled by the state's large size, longevity as the first-in-the-nation medical marijuana program, and low barriers to patient access. Even with California's newly passed recreational marijuana law, which will significantly tighten the program with new restrictions; the market is still projected to reach $2.6 billion in sales in 2020. That is nearly double Colorado's $1.5 billion, and over five times the size of the markets in Arizona, Oregon, and Michigan for that year. If legalized in 2016, the medical marijuana markets in Ohio and Pennsylvania will become two of the largest in the country by 2020. According to the data, a handful of states in the western U.S. project to command over 50% of the medical marijuana market by 2020. As more and more states legalize both medical and recreational cannabis, we believe our company can benefit from our Internet and e-commerce marketing activities. As of the date of this filing, our main business operation, CarryOutSuppies.com, is a producer and wholesaler of custom printed and generic supplies servicing more than 3,000 quick service restaurants. Our products include double poly paper cups for cold beverage; disposable, clear, plastic cold cups, paper coffee cups, yogurt cups, ice cream cups, cup lids, cup sleeves, food containers, soup containers, plastic spoons and many other similar products for this market sector. CarryOutSupplies.com was founded in 2009 when the founders gained first-hand experience within the restaurant industry of the difficulty for restaurant owners to acquire custom printed supplies at a reasonable cost. Many quick service restaurants wish to acquire custom printed products, such as those embossed with logos, but the minimum order size for such customization had been cost prohibitive. With that in mind, carry out supplies was founded to provide products to this underserved section of the market. Since that time, the company has become a key supplier to many popular U.S. franchises, particularly in the frozen dessert segments. The company estimates it holds approximately 40% market share of generic and printed products within the take-out frozen yogurt and ice cream industries. We also hold a product supply and licensing agreement FreeHand® ThumbTray™ for the western part of the United States. We are also a distributor of paper made from 100% reclaimed sugarcane fiber, enhanced with bamboo. Sugarcane fiber, called bagasse, is a discarded byproduct of sugarcane production. Sugarmade, Inc. was founded in 2010. As is explained below, in 2014, CarryOutSupplies.com was acquired by Sugarmade, Inc., creating the Company as it is today. Relative to Sugarmade Paper, our third- party contract manufacturer uses bagasse and bamboo, as opposed to wood products significantly reducing its manufacturing carbon footprint, energy consumption, and attendant water pollution during the manufacture of its products. This allows us to offer our unique, exclusive, tree-free paper products at price-parity equal to or less than current recycled fiber products already on the market. Our products are unique and we believe offer an ideal solution for those consumers (both corporate and individual) seeking to meet their sustainability mandates or personal environmentally conscious goals, at a price that is equal to or less than current recycled products. Our primary focus for this business unit as of filing of this report is the organization and administration of fundraisers and paper drives for schools, non-profits and other institutions. During September of 2016, the Company completed negotiations for and signed a license agreement with HUY FONG FOODS, INC. ("HFFI"), the maker of Sriracha Hot Chili Sauce. Under the terms of the agreement, the Company is granted license to use the licensed marks of HFFI on and for products the Company is currently in process of designing and testing. Based on this agreement and a separate license agreement signed during 2015 with Seasoning Stix International, LLC, the Company plans to introduce a new culinary seasoning product named Sriracha Seasoning Stix. Sriracha Seasoning Stix are encapsulated Huy Fong Sriracha Sauce and other seasonings in the form of a stick, which are inserted into meat, fish and poultry prior to cooking. Sriracha Seasoning Stix are a hard solid at room temperature, but as heat is applied the sticks begin to liquefy allowing the meat fibers to act like a sponge absorbing the seasonings and flavors that had previously been encapsulated in the stick. The Company launched its SrirachaStix.com web platform using Shopify on October 1, 2017, and aggressive marketing tactic has been implemented via a nationwide advertising and social media campaign. As of the date of this filing, this newly built website had already generated over $150,000 in online revenue. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Principles of consolidation The consolidated financial statements include the accounts of our Company and its wholly-owned subsidiaries, Sugarmade-CA and SWC. All significant intercompany transactions and balances have been eliminated in consolidation. Going concern The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its shareholders or other sources, as may be required. Our consolidated financial statements have been prepared assuming that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Management is endeavoring to increase revenue-generating operations. While priority is on generating cash from operations through the sale of the Company's products, management is also seeking to raise additional working capital through various financing sources, including the sale of the Company's equity and/or debt securities, which may not be available on commercially reasonable terms to our Company, or which may not be available at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced, and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our common stock. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Revenue recognition We recognize revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC'') No. 605, Revenue Recognition. Revenue is recognized when an arrangement and a determinable fee occur, and when collection is considered to be probable and products are delivered, or title has been transferred. This generally occurs upon shipment of the merchandise, which is when legal transfer of title occurs. In the event that final acceptance of our product by the customer is uncertain, revenue is deferred until all acceptance criteria have been met. We currently have a consignment arrangement with two of our customers. We record revenue on consignment goods when the consigned goods are sold by the consignee and all other above-mentioned revenue recognition criteria have been satisfied. Cash deposits received in connection with the sales of our products prior to their being delivered or acceptance if applicable is recorded as Adoption of ASC Topic 606, "Revenue from Contracts with Customers" Sugarmade, Inc. is planning on implementing Topic 606. Results for reporting periods beginning within the next fiscal year will be presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Sugarmade experienced no impact to the opening balance of the accumulated deficit or revenues for any quarterly period as a result of applying Topic 606. Sugarmade will apply a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of Sugarmade’s revenue is recognized at the time control of the products transfers to the customer. Additionally, Sugarmade has substantially increased its accounting and financial staffs and enhanced its information technology and accounting systems software to ensure proper and effective implementation of Topic 606. Cash Cash and cash equivalents consist of amounts held as bank deposits and highly liquid debt instruments purchased with an original maturity of three months or less. From time to time, we may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). We have not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash. Accounts receivable Accounts receivable are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts. We grant unsecured credit to our customer's deemed credit worthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time, any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts. The Company had accounts receivable net allowances of $453,623 as of June 30, 2018 and of $113,218 as of June 30, 2017. Inventory Inventory consists of finished goods paper and paper-based products such as paper cups and food containers ready for sale and is stated at the lower of cost or market. We value our inventory using the weighted average costing method. Our Company's policy is to include as a part of inventory any freight incurred to ship the product from our contract manufacturers to our warehouses. Outbound freights costs related to shipping costs to our customers are considered period costs and reflected in selling, general and administrative expenses. We regularly review inventory and consider forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of our inventory is less than cost, we make provisions in order to reduce its carrying value to its estimated market value. On a consolidated basis, as of June 30, 2018 and June 30, 2017, the balance for the inventory totaled 531,249 and $568,229, respectively. $120,486 were reserved for obsolescent inventory for the year ended June 30, 2018, and $70,332 were reserved for obsolescent inventory for the year ended June 30, 2017. Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company, as of June 30, 2018, performed an impairment test of all of its intangible assets. Based on the company’s analysis, the company had an impairment of $65K. Income taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes ("ASC 740''), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspect of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of October 2, 2008 and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as open tax years in these jurisdictions. We have identified the U.S. federal and California as our ''major'' tax jurisdictions and generally, we remain subject to Internal Revenue Service examination of our 2013 U.S. federal income tax returns. However, we have certain tax attribute carryforwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as Stock based compensation Stock based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee's requisite service period (generally the vesting period of the award). We estimate the fair value of employee stock options granted using the Binomial Option Pricing Model. Key assumptions used to estimate the fair value of stock options will include the exercise price of the award, the fair value of our common stock on the date of grant, the expected option term, the risk-free interest rate at the date of grant, the expected volatility and the expected annual dividend yield on our common stock. We use our company's own data among other information to estimate the expected price volatility and the expected forfeiture rate. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Loss per share We calculate basic earnings per share ("EPS") by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted BPS is computed by dividing net income or net loss by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive. Fair value of financial instruments ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1- observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - include other inputs that are directly or indirectly observable in the marketplace. Level 3 - unobservable inputs which are supported by little or no market activity. The Company used Level 2 inputs for its valuation methodology for the derivative liabilities for conversion feature of the convertible notes and warrants in determining the fair value using Lattice Binomial model with the following assumption inputs: Carrying Value Fair Value Measurements at June 30, 2018 June 30, 2018 Level 1 Level 2 Level 3 Derivative Liabilities 3,069,616 — — 3,069,616 Total June 30, 2017 June 30, 2018 Expected Life (Years) 0.74 — 0.5 Risk Free Interest Rate 1.68 % — 2.06 % Expected Volatility 161 % — 151 % Derivative instruments The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense). Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes- Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12months of the balance sheet date. Segment Reporting FASB ASC Topic 280, "Segment Reporting'', requires use of the ''management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the Company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. FASB ASC Topic 280 has no effect on the Company's financial statements as substantially all of its operations are conducted in one industry segment -paper and paper-based products such as paper cups, cup lids, food containers, etc. New accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. In May 2014, the FASB issued No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net). In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-11, Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. These ASUs clarify the implementation guidance on a few narrow areas and adds some practical expedients to the guidance Topic 606. The Company is evaluating the effect that these ASUs will have on its consolidated financial statements and related disclosures. On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effective for public companies for fiscal years beginning after December 31, 2016, and interim periods within those annual periods. The Company adopted this new guidance on January 1, 2017 and this standard does not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Company has implemented ASU 2016-15 on its financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16—Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than invent tory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company has implemented ASU 2016-16 on its financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied using a retrospective transition method to each period presented. The Company has implemented ASU 2016-18 on its financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should be applied prospectively on or after the effective date. The Company will evaluate the impact of adopting this standard prospectively upon any transactions of acquisitions or disposals of assets or businesses. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. Prior period reclassification Certain prior period balance sheet accounts have been reclassified in conformity with current period presentation including reclassification of $4,000 from derivative liability to warrant liability. The reclassification had no effect to the company's consolidated statement of operations, statement of cash flow or statement of shareholder's equity. |
Concentration
Concentration | 12 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration | 3. Concentration Customer For the year ended June 30, 2018, our Company earned net revenues of $4,439,324. The company does not have any concentration of revenue with any customer that represent over 10% of overall revenue. The highest revenue from (2) customers accounted for 8.51% and 6.96% respectively, as percentage of overall revenue for the year ended June 30, 2018. For the year ended June 30, 2017, our Company earned net revenues of $4,100,560. The vast majority of these revenues for the periods were derived from a large number of customers, with no customers accounted for over 10% of the Company's total revenues in either period. The highest revenue from (2) customers accounted for 8.37% and 5.75% respectively, as percentage of overall revenue for the year ended June 30, 2017. Suppliers For the year ended June 30, 2018, we purchased products for sale by the company's subsidiaries from several contract manufacturers located in Asia and the U.S. A substantial portion of the Company's inventory is purchased from two (2) suppliers. The two (2) suppliers accounted as follows: Two suppliers accounted for 36% and 17.50% of the Company's total inventory purchase for the year ended June 30, 2018, respectively. For the year ended June 30, 2017, two (2) suppliers accounted for 36.71% and 39.03% of the Company's total inventory purchase, respectively. |
Equity Transaction - Exclusive
Equity Transaction - Exclusive License Rights | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Equity Transaction - Exclusive License Rights | 4. Equity Transaction – Exclusive License Rights On December 13, 2017, we entered into a Master Marketing Agreement with BizRight Hydroponic, Inc. (“BizRight”), a leading marketer and manufacturer of cannabis and hydroponic growth supplies, which offers a range of hydroponics-related products including: HPS grow lights, electronic ballasts, HPS Bulbs, nutrient mixes, environmental control products, pH measurement and calibration solutions and other cannabis-related grow and storage products. BizRight operates the ZenHydro.com website and other e-commerce properties, and sells various products to distributors and retailers. Under the terms of the Master Marketing Agreement, all products procured, developed and imported by BizRight will be sold by the Company. The expected term of the exclusive license rights is 20 years. BizRight and its owners will be compensated via a combination of cash and common shares in Sugarmade. Effective the contract date, Bizright will be compensated Two hundred million (200,000,000) common shares. Sugarmade will compensate BizRight and its owners six million dollars ($6,000,000) in cash. The amount due will be divided over 3 payments equally and are contingent upon the filing of the S-1 and significant funding. As of June 30, 2018, the shares to be issued in connection with the acquisition of exclusive license rights has not been issued therefore the transaction has not been completed. $350,000 in cash has been paid and reflected as a prepaid deposit in other current assets on our balance sheet, see Note 6. |
Litigation
Litigation | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 5. Litigation From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amount of the ultimate liability, if any, from such claims cannot be determined. As of June 30, 2018, there were no legal claims pending or threatened against the Company; the opinion of our management would be likely to have a material adverse effect on our financial position, results of operations or cash flows. However, as of the date of this filing, we were involved in the following legal proceedings. On February 4, 2014, the Company filed suit in Contra Costa County, California, alleging breach of fiduciary duty, conspiracy to commit breach of fiduciary duty, fraud, conspiracy to commit fraud, conversion, breach of contract, and interference with contractual relations against, Diversified Products Group Inc. (DPG), Stephen Pinto, Lewis Cohen and Heidi Estiva, who were former sales agents for the Company. Stephen Pinto is the Company's former Chairman of the board of directors. The Company plans to actively pursue this case. During November of 2014, the Company received notice that a cross complaint had been filed against the Company. The complaint alleges the parties were induced to make a series of investments in the Company by the material misrepresentations and omissions made by the Company. The Company believes the allegations are without merit The Company plans to vigorously defend against such claims. The parties have attended mediation on the matters on September 7, 2018, and executed a stipulation for a settlement agreement. However, the final settlement agreement is currently pending. The Company has reserved a contingent liability of $47,660 related to this proposed settlement. On December 11, 2013, the Company was served with a complaint from two Convertible Note Holders and investors in the Company, Lovitt & Hannan, Inc. Salary Deferral Plan FBO J. Thomas Hannan, Attorney at Law 401K Plan and Trust, and Kevin M. Kearney. The Company's former CEO, Scott Lantz, was also named in the suit. On February 21, 2017, the Company signed a settlement agreement with the plaintiff in the matter of Hannan vs Sugarmade. Under the terms of the settlement agreement, the Company agreed to pay the plaintiffs' $227,000 to settle all claims against the Company, which included the payoff of the two notes outstanding within one (1) week. The parties had estimated the value of the notes at approximately $80,000. The Company agreed to pay the plaintiff $97,000 within one hundred and twenty (120) days of the settlement with the remaining balance of $50,000 due within one hundred and eighty (180) days of the settlement. Upon receipt of all payments, plaintiffs will surrender for cancellation 230,000 of the Company's shares within ten (10) days. The parties agreed that all claims against the Company would be satisfied through such payments and that the matter would be fully resolved. As of June 30, 2018, third-parties had purchased two (2) notes of approximately $80,000, reducing the Company's exposure by $80,000. As of the date of this filing the balance for accrued legal settlement for Hannan vs Sugarmade has been reduced to $227,000. There can be no assurances the ultimate liability relative to these law suits will not exceed what is outlined above. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 6. Other Current Assets As of June 30, 2018 and 2017, other current assets consisted of the following: For the years ended June 30, 2018 2017 Prepaid Deposit $ 355,500 $ 57,500 Prepaid Inventory 92,737 84,065 Employees Advance 41,303 30,078 Prepaid Expenses 246,260 4,894 Others 20,765 13,801 Total $ 756,565 $ 190,338 |
Intangible Asset
Intangible Asset | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset | 7. Intangible Asset On August 21, 2017, the Company entered into an intellectual property assignment agreement with Sound Decisions to revamp the company’s shopify website to generate and attract more traffic from potential customers. The Company made a payment of $14,000 for the website (intellectual property). The Company amortized this use right as intangible asset over ten years, and recorded $1,400 amortization expense for the year ended June 30, 2018. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Jun. 30, 2018 | |
Convertible Notes | |
Convertible Notes | 8. Convertible Notes As of June 30, 2018 and 2017, the balance owing on convertible notes, net of debt discount, with terms as described below was $2,399,941 and $1,502,023, respectively. Convertible notes issued prior the year ended June 30, 2017 were as follows: Convertible note 1: On August 24, 2012, the Company entered into a convertible promissory note with an accredited investor for $25,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 25% discount of the average of 30 days prior to the conversion date. As of June 30, 2018, the note is in default. Convertible note 2: On September 18, 2012, the Company entered into a convertible promissory note with an accredited investor for $25,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 25% discount of the average of 30 days prior to the conversion date. As of June 30, 2018, the note is in default. Convertible note 3: On December 21, 2012, the Company entered into a convertible promissory note with an accredited investor for $100,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 25% discount of the average of 30 days prior to the conversion date. As of June 30, 2018, the note is in default. Convertible note 4: On December 19, 2016, the Company entered into a convertible promissory note with an accredited investor for $20,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount. As of June 30, 2018, the note is in default. Convertible note 5: On January 17, 2017, the Company entered into a convertible promissory note with an accredited investor for $25,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default . Convertible note 6: On January 17, 2017, the Company entered into a convertible promissory note with an accredited investor for $20,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. The note has been fully converted as of June 30, 2018. Convertible note 9: On January 20, 2017, the Company entered into a convertible promissory note with an accredited investor for $80,000. The note has a term of seven (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default. Convertible note 7: On January 24, 2017, the Company entered into a convertible promissory note with an accredited investor for $43,000. The note has a term of twelve (12) months with an interest of 8% and is convertible to common shares at a 45% discount to the then current market price of our shares. This convertible promissory note has been fully converted in the year ended June 30, 2018. Convertible note 8: On February 8, 2017, the Company entered into a convertible promissory note with an accredited investor for $50,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default. Convertible note 10: On February 24, 2017, the Company entered into a convertible promissory note with an accredited investor for $66,023. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default. Convertible note 11: On February 9, 2017, the Company entered into a convertible promissory note with an accredited investor for $50,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default. Convertible note 12: On February 28, 2017, the Company entered into a convertible promissory note with an accredited investor for $75,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount. As of June 30, 2018, the note is in default. Convertible note 13: On March 1, 2017, the Company entered into a convertible promissory note with an accredited investor for $100,000. The note has a term of nine (9) months with an interest rate of 10% and is convertible to common shares at a 45% discount to the then current market price of our shares. As of June 30, 2018, there were $92,500 has been converted into the Company’s common stock and the remaining principal balance was $7,500. As of June 30, 2018, the note is in default. Convertible note 14: On March 23, 2017, the Company entered into a convertible promissory note with an accredited investor for $70,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default. Convertible note 15: On February 15, 2017, the Company entered into a convertible promissory note with an accredited investor for $63,000. The note has a term of nine (9) months with an interest rate of 8% and is convertible to common shares at 40% discount to the then current market price of our shares. This convertible promissory note has been fully converted in the year ended June 30, 2018. Convertible note 16: On February 16, 2017, the Company entered into a convertible promissory note with an accredited investor for $30,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default. Convertible note 17: On March 31, 2017, the Company entered into a convertible promissory note with an accredited investor for $200,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount to the then current market price of our shares. As of June 30, 2018, the note is in default. Convertible note 18 & 19: On May 17, 2017, the Company entered a convertible promissory note with an investor for a total amount of $1,375,000 (after $10,000 legal and due diligence fee) with an OID of $125,000, the note will be fulfilled through a series of funding. The note is due 12 months after each funding date and bear an interest rate of 10%. The conversion price for the note is 55% of the lowest closing bid for the 20 consecutive trading days prior to the conversion date. In connection with the note, the investor will also receive warrants and is calculated based on 15% of the maturity amount. The warrants have a life of four years with exercise price of $0.15 per share and have cashless exercise option. The Company received $505,000 from this note during the year ended June 30, 2018. The fair value of the warrants were $40,400 at grant date. As of June 30, 2018, the Company had outstanding convertible note payable to this investor for $671,004 (with two major default charge in total of $166,004), the fair value of the warrant liability was $40,400. As of June 30, 2018, the note is in default and bears a default interest rate of 22% per annum. Convertible notes issued during the year ended June 30, 2018 were as follows: On July 17, 2017, the Company entered into a convertible promissory note with an accredited investor for $164,900. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.025. On August 3, 2017, the Company entered into a convertible promissory note with an accredited investor for $150,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 45% discount to average of 3 lowest trading price during last 20 trading days. As of June 30, 2018, the note is in default. On August 22, 2017, the Company entered into a convertible promissory note with an accredited investor for $35,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount of average two lowest price of last 20 trading days prices. On September 15, 2017, the Company entered into a convertible promissory note with an accredited investor for $150,000. The note has a term of six (6) months with an interest rate of 10% and is convertible to common shares at a 45% discount to average of 3 lowest trading price during last 20 trading days. As of June 30, 2018, the note is in default. On September 26, 2017, the Company entered into a convertible promissory note with an accredited investor for $15,000. The note has a term of six (6) months with an interest rate of 8% and is convertible to common shares at a 40% discount of average two lowest price of last 20 trading days prices. On December 7, 2017, the Company entered into a convertible promissory note with an accredited investor for $50,000. The note has a term of one year with an interest rate of 8% and is convertible to common shares at a fixed conversion price of $0.05. As of the year ended June 30, 2018, the Company’s convertible notes consisted of following: Principal Default Penalty Conversion in Principal Number of Shares Balance as of 6/30/2018 Due Date Interest Rate Conversion Price $ 25,000 $ 25,000 2/24/2013 14 % 75% of the average of 30 days prior to the conversion date $ 25,000 $ 25,000 3/18/2013 14 % 75% of the average of 30 days prior to the conversion date $ 100,000 $ 100,000 6/21/2013 14 % 75% of the average of 30 days prior to the conversion date $ 20,000 $ 20,000 7/17/2017 8 % 40% discount of average of last 20 trading days $ 25,000 $ 25,000 7/17/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 20,000 $ 20,000 737,748 — 7/17/2017 8 % Greater of $0.05 or 40% discount to average of 3 lowest trading price during 20 trading days $ 43,000 $ 43,000 2,462,180 — 1/24/2018 8 % 45% discount of average two lowest price of last 20 trading days $ 50,000 $ 50,000 8/8/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 80,000 $ 80,000 7/20/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 66,023 $ 66,023 8/24/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 50,000 $ 50,000 8/9/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 75,000 $ 75,000 7/31/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 100,000 $ 92,500 5,246,524 $ 7,500 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 56,067 $ 56,067 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 7,273 $ 31,097 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 7,270 $ 29,654 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 70,000 $ 70,000 9/23/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 63,000 $ 63,000 3,081,746 — 11/20/2017 8 % 42% discount of average three lowest price of last 10 trading days $ 30,000 $ 30,000 8/16/2017 8 % Greater of $0.05 or 40% discount to average of 3 lowest trading price during 20 trading days $ 200,000 $ 200,000 9/30/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 340,000 $ 78,482 $ 418,482 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 165,000 $ 87,522 $ 252,522 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 80,000 $ 80,000 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 170,000 $ 170,000 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 150,000 $ 150,000 5/3/2018 10 % 45% discount of average three lowest price of last 20 trading days $ 150,000 $ 150,000 6/15/2018 10 % 45% discount of average three lowest price of last 20 trading days $ 164,900 $ 164,900 7/17/2018 8 % $0.025 $ 35,000 $ 35,000 8/22/2018 8 % 40% discount of average two lowest price of last 20 trading days $ 15,000 $ 15,000 9/26/2018 8 % 40% discount of average two lowest price of last 20 trading days $ 50,000 $ 50,000 12/7/2018 8 % $0.025 Total: $ 218,500 $ 2,426,245 As of the year ended June 30, 2018, the Company’s debt discount consisted of following: Date of Due Date Related Debt OID Debt Discount at 6/30/2017 Amortization during 6/30/2018 Debt Discount at 6/30/2018 8/3/2017 5/3/2018 $ 150,000 $ — $ 150,000 9/15/2017 6/15/2018 150,000 — 150,000 8/22/2017 8/22/2108 35,000 — 29,918 5,082 9/26/2017 9/26/2018 15,000 — 11,384 3,616 5/12/2017 5/12/2018 30,000 13,232 13,232 6/12/2017 6/12/2018 15,000 28,263 28,263 9/28/2017 5/12/2018 78,482 — 78,482 11/14/2017 5/12/2018 87,522 — 87,522 8/8/2017 12/1/2017 56,067 — 56,067 10/13/2017 12/1/2017 15,298 — 15,298 11/14/2017 12/1/2017 42,280 — 42,280 11/17/2017 5/12/2018 80,000 — 80,000 11/25/2017 5/12/2018 170,000 — 170,000 7/17/2017 7/17/2018 164,900 — 160,445 4,455 12/7/2017 12/7/2018 50,000 — 36,849 13,151 Total debt discount $ 1,139,549 $ 41,495 $ 912,446 $ 26,303 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jun. 30, 2018 | |
Derivative Liabilities | |
Derivative Liabilities [Text Block] | 9. Derivative Liabilities The derivative liability is derived from the conversion features in note 8 and stock warrant in note 10. All were valued using the weighted-average Binomial option pricing model using the assumptions detailed below. As of June 30, 2018 and 2017, the derivative liability was $3,069,616 and $1,134,000, respectively. The Company recorded $525,394 gain and $437,000 loss from changes in derivative liability during the year ended June 30, 2018 and 2017, respectively. During the year ended June 30, 2018, the Company changed the method to value the fair market value from Black-Scholes to Binomial Option model. The Binomial model with the following assumption inputs: June 30, 2018 Annual Dividend Yield — Expected Life (Years) 0.15-1.00 Risk-Free Interest Rate 1.13%-2.06 % Expected Volatility 94%-212 % June 30, 2017 Annual Dividend Yield — Expected Life (Years) 0.47-1.00 Risk-Free Interest Rate 1.08-2.12 % Expected Volatility 103-202 % Fair value of the derivative is summarized as below: Beginning Balance, June 30, 2017 $ 1,134,000 Additions $ 1,913,992 Mark to Market 525,394 Reclassification to APIC Due to Conversions $ (503,770 ) Ending Balance, June 30, 2018 3,069,616 |
Stock warrants
Stock warrants | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Stock warrants | 10. Stock Warrants In connection with the issuance of the promissory notes in 2012, the investors in the aggregate received two-year warrants to purchase up to a total of 50,000 shares of common stock at an exercise price of $0.50 per share, and two-year warrants purchasing up to a total of 81,250 shares of common stock at an exercise price of $0.01 per share. For purposes of accounting for the detachable warrants issued in connection with the convertible notes, the fair value of the warrants was estimated using the Binomial option pricing formula. The value of all warrants granted at the date of issuance totaled $508,413 and was recorded as a discount to the notes payable. The amount was amortized over the nine (9) month term of the respective convertible note as additional interest expense. On various dates during June 2014 and December 2014 the Company and holders of certain convertible notes agreed to cancel warrants to purchase common shares in the Company and to extend the due dates on the Notes to July l, 2016. $0.50 warrants and "Bonus Warrants" priced at $0.01, as defined in the original Convertible Note Purchase Agreements we cancelled pertaining to the Note and warrants acquired on the following dates for the following Convertible Notes and amounts. These warrants were expired on July 1, 2016. On May 17, 2017, the Company entered a promissory note with an investor for a total amount of $1,375,000 (after $10,000 legal and due diligence fee) with an OID of $125,000, the note will be fulfilled through a series of funding. In connection with the note, the investor will also receive warrants and is calculated based on 15% of the maturity amount. The warrants have a life of four years with an exercise price of $0.15 per share and have cashless exercise option. The fair value of the warrants at the grant date was $40,400. As of June 30, 2018 and 2017, the fair value of the warrant liability was $40,400 and $25,250, respectively. The Binomial model with the following assumption inputs: Warrants liability: June 30, 2018 Annual dividend yield — Expected life (years) 0.5 Risk-free interest rate 2.06 % Expected volatility 151 % Warrants issued in May 2017: June 30, 2017 Annual dividend yield — Expected life (years) 3.86 Risk-free interest rate 1.89 % Expected volatility 440 % Number of Shares Weighted Average Exercise Price Weighted Average Remaining contractual life Outstanding at June 30, 2016 131,250 0.20 Expired 131,250 0.20 Granted 505,000 $ 0.15 4 Outstanding at June 30, 2017 505,000 $ 0.15 3.86 Expired Granted Outstanding at June 30, 2018 505,000 $ 0.15 0.5 |
Note Payable
Note Payable | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | 11. Note Payable Note payable due to bank During October 2011, we entered into a revolving demand note (line of credit) arrangement with HSBC Bank USA, with a revolving borrowing limit of $150,000. The line of credit bears a variable interest rate of one quarter percent (0.25%) above the prime rate (3.25% as of September 30, 2013). In the event the deposit account is not established or minimum balance maintained, HSBC can charge a higher rate of interest of up to 4.0% above prime rate. As of June 30, 2018 and 2017, the loan principal balance was $25,982. As of June 30, 2018, the note is in default. Notes payable due to related parties On January 23, 2013, the Company entered into a promissory note with its former employee of the Company who owns less than 5% of the Company's stock. The original principal amount was $40,000 and the note bears no interest. The note was payable upon demand. As of June 30, 2018 and 2017, this note had a balance of $18,000 and $18,000, respectively. On December 31, 2013, the Company entered into a promissory note with Kalvin Kwong (an employee of the Company, who owns less than 5% of the Company's stock). The principal amount was $20,000 and the interest rate on the note was 10%. The note had a term of six (6) months. However, this note was now payable upon demand per the oral agreement with the lender. As of June 30, 2018 and 2017, this note had a balance of $0 and $20,000, respectively. On January 13, 2014, the Company entered into a promissory note with an employee (an employee of the Company, who owns less than 5% of the Company's stock). The principal amount was $25,000 and the note bears no interest. The note had a term of twenty-four (24) months and was due on January 13, 2016, and became payable upon demand after January 13, 2016. As of June 30, 2018 and 2017, this note had a balance of $0 and $12,666, respectively. On January 14, 2015, the Company entered into a promissory note with Richard Ko (an employee of the Company, who owns less than 5% of the Company's stock). The principle amount was $30,000 and the note bore no interest. The note had a term of one (1) year and was due on January 14, 2016, and became payable upon demand after January 14, 2016. As of June 30, 2018 and 2017, this note had a balance of $5,000 and $20,000, respectively. As of June 30, 2018 and 2017, the Company has an outstanding balance of notes payable due to related parties of $23,000 and $70,666, respectively. |
Stockholder's Deficiency
Stockholder's Deficiency | 12 Months Ended |
Jun. 30, 2018 | |
Stockholders Deficiency | |
Stockholder's Deficiency | 12. Stockholders’ Deficit The Company is authorized to issue 1,990,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. During the year ended June 30, 2018, the Company issued 1,171,429 shares of common stock for cash in total amount of $82,000. During the year ended June 30, 2018, the Company issued 4,736,842 shares of common stock for services in total amount of $180,000. During the year ended June 30, 2018, the Company issued 13,492,560 shares of common stock to settle the old debt in total amount of $306,810. As of June 30, 2018 and June 30, 2017, the Company had 246,135,203 and 247,395,774 shares of its common stock issued and outstanding. |
Common shares Shares issued for
Common shares Shares issued for services | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Common shares Shares issued for services | 13. Common Shares Issued for Services In September 2017, the Company issued 4,736,842 shares of commons stock for services. The fair value of the shares were valued at $0.04, the closing price of the grant date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions As of June 30, 2018, the Company had outstanding balance of $23,000 owed to various related parties. See note 11 and 16 for the details. From time to time, SWC would receive short-term loans from LMK. Capital, LLC ("LMK.") for its working capital needs. As of June 30, 2018, the Company's outstanding balance to LMK is zero. On December l, 2016, SGMD received a loan from an employee for $12,500 with an interest charge of $12,500. This amount was recorded as interest owed to the loan payable amount and is to be amortized on a monthly basis over the life of the loan. The loan was due on December 1, 2017. As of June 30, 2018, the balance is zero. On July 7, 2016, SWC received a loan from the same employee indicated above for $15,000 and during the fiscal year the total advance to the company was $29,255.87. The amount of the loan bears no interest. As of June 30, 2018, the balance of the loan is $30,000. On November 21, 2016, SGMD received a loan from the Company's director for $1,260 and during the fiscal year the highest balance owed was $79,092. The amount of the loan bears no interest. As of June 30, 2018, the balance of the loan from Sugarmade is zero. |
Loans payable
Loans payable | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Loans payable | 15. Loans Payable On October 1, 2017, SGMD entered a straight promissory note with Greater Asia Technology Limited (Greater Asia) for borrowing $100,000 with maturity date on June 30, 2018; the note bears an interest rate of 33.33%. As of June 30, 2018, the note was in default and the outstanding balance under this note was $79,524. On January 25, 2017, SWC entered into an agreement with a lending company for $100,000 for its working capital needs. As of June 30, 2018 and 2017, the Company has an outstanding balance of $0 and $10,036, respectively. During the year ended June 30, 2017, the Company entered a series of short-term loan agreements with Greater Asia Technology Limited (Greater Asia) for borrowing $375,000, with interest rate at 40% - 50% of the principal balance. As of June 30, 2018 and 2017, the outstanding balance with Greater Asia loans were $84,400 and $140,125, respectively. As of June 30, 2018. the note was in default. On July 1, 2016, the Company entered into a repayment agreement with its employee for $20,280 at no interest. As of June 30, 2018 and 2017, the Company has an outstanding balance of $4,285 and $6,285. On January 6, 2015, the Company entered into repayment agreement with its former employee for a loan of $9,500 at no interest. As of June 30, 2018 and 2017, the Company has an outstanding balance of $0 and $4,076, respectively. On July 2, 2015, the Company entered into a repayment agreement with an individual for $22,583 at no interest. As of June 30, 2018 and 2017, the Company has an outstanding balance of $0 and $13,936, respectively. On March 5, 2013, the Company entered an equipment loan agreement with Toyota financial services with maturity date of April 4, 2018. As of June 30, 2018 and 2017, the balance under this loan were $0 and $4,308, respectively. On July 1, 2012, CarryOutSupplies entered an equipment loan agreement with a bank with maturity on June 1, 2017. The monthly payment is $255. As of June 30, 2018 and 2017, the outstanding balance under this loan were $0 and $261, respectively. As of June 30, 2018 and 2017, the Company had an outstanding loan balance of $329,029 and $1,599, respectively from one (1) vendor of the Company. |
Loans payable - related parties
Loans payable - related parties | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Loans payable - related parties | 16. Loans Payable – Related Parties On June 26, 2017, SGMD entered a straight promissory note with a company (whose major shareholder is the former director of the Company) for borrowing $150,820 with maturity date on March 31, 2018; the note bears an interest rate of 12%, commencing on October 31, 2017, and on the last day of each moth thereafter until the notes is paid in full, the Company shall make an interest payment. As of June 30, 2018 and 2017, the outstanding balance under this note was $150,820. As of June 30, 2018. the note was in default. As of October 2017, they are no long a related party. On July 7, 2016, SWC received a loan from an employee. The amount of the loan bore no interest and amortized on a monthly basis over the life of the loan. As of June 30, 2018 and 2017, the balance of the loan were $30,000 and $34,015, respectively. On November 21, 2016, SGMD received a loan from the Company’s director. The amount of the loan bore no interest and amortized on a monthly basis over the life of the loan. As of June 30, 2018 and 2017, the balance of the loan from Sugarmade were $0 and $9,252, respectively. On December 1, 2016, SGMD received a loan from an employee for $12,500 with an interest charge of $12,500. This amount was recorded as interest owed to the loan payable amount and is to be amortized on a monthly basis over the life of the loan. The loan is due on December 1, 2017. As of June 30, 2018 and 2017, the balance is $0 and $6,250, respectively. From time to time, SWC would receive short-term loans from LMK Capital, LLC (“LMK”) for its working capital needs. As of June 30, 2018 and 2017, the Company had outstanding balance of $0 and $34,107, respectively, borrowed from LMK Capital., LLC, a company affiliated with CEO Chan. |
Shares to be issued
Shares to be issued | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Shares to be issued | 17. Shares to Be Issued During the year ended June 30, 2018, the Company had entered into multiple private placement agreements and had increased potential shares to be issued in total amount of $1,798,000. As of June 30, 2018 and 2017, the Company had balance of $2,691,000 and $893,000 share to be issued. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies | |
Commitments and Contingencies | 18. Commitments and Contingencies On April 1, 2015, the Company entered into a lease for general office and warehouse in City of Industry, California with a lease term of one year. The monthly rent was $11,884. The Company renewed the lease to March 31, 2016, effective April 1, 2016 to March 31, 2017, increasing the rent from $11,884 to $13,238. On March 6, 2017, the Company executed a Fifth Amendment to the Lease, in which the Monthly rent increased from $13,238 to $15,043 effective from April 1, 2017 to March 31, 2018. As of March 31, 2018, the Monthly rent is $15,043. As of April 1, 2018, the Company has vacated and return the property to the property owner and have no further lease commitment associated with this property. On February 23, 2018 the Company entered into lease agreement for a new office space as part of the plan to expand operation, the lease is set to commence Commencing March 1, 2018. The term of the lease is for a (5) Five Years with 1 month free on the 1st year of the term. The monthly rent on the 1st year will be $11,770 with a 3% increase for each subsequent year. Total commitment for the full term of the lease will be $737,367. As of the date of this filing, this property became the headquarter of the company. |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 19. Income Tax The deferred tax asset as of June 30, 2018 and 2017 consisted of the following: 2018 2017 Net Operating Loss Carryforwards $ 11,849,081 $ 9,711,559 Less Valuation Allowance (11,849,081 ) (9,711,559 ) $ — $ — Management provided a deferred tax asset valuation allowance equal to the potential benefit due to the Company’s loss. When the Company demonstrates the ability to generate taxable income, management will re-evaluate the allowance. As of June 30, 2018, the Company has net operating loss carryforward of $34,859,799 which is available to offset future taxable income that expires by year 2034. Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% for 2018 and 2017 is as follows: 2018 2017 Income tax benefit at federal statutory rate (34 )% (34 )% Increase in valuation allowance 34 % 34 % Income tax expense — — |
Subsequent Event
Subsequent Event | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Event | |
Subsequent Event | 20. Subsequent Events On July 15, 2018, the Company signed a settlement agreement and consulting contract with a services provider. Under the terms of the agreement, the consultant performed specific functions pertaining the wind down of business operations for products previously marketed by the Company, receiving 1,500,000 registered common shares. On July 20, 2018, the Company sold 1,000,000 common shares to an accredited investor at $0.05 per common share for a total of $50,000. On July 30, 2018, a consultant paid the Company $1,000 for an option exercised on June 8, 2018. The strike price of the option was $0.002 per share. As of this date, the 500,000 common shares from the option exercise have yet to be issued. On August 1, 2018, the Company signed a services contract with a consultant for 2,307,693 registered common shares, valued at $150,000 or $0.065 per share. On August 1, 2018, the Company signed a services contract with a consultant for 538,461 registered common shares, valued at $70,000 or $0.065 per share. On August 2, 2018, the Company converted a note for $50,000 dated August 3, 2017, into 1,114,491 common shares. On August 13, 2018, the Company issued 2,500,000 common shares to an accredited investor. The shares were purchased on December 21, 2017 at $0.05 per share for a total of $125,000. On August 14, 2018, the Company converted a note dated September 27, 2017 into common shares. The original face value of the note was $15,000, which converted into 294,114 common shares. On August 14, 2018, the Company converted a note dated August 22, 2017 into common shares. The original face value of the note was $35,000, which converted into 691,184 common shares. On August 23, 2018, the Company converted a note for $115,698.63 dated August 3, 2017 in the amount of $50,000 into 1,114,491 common shares. On August 28, 2018, the Company converted a note dated May 12, 2017 into common shares. The original face value of the note was $150,000, which converted into 3,921,569 common shares. On September 1, 2018, the Company issued a consultant 125,000 common shares for services, based on an agreement with the consultant dated April 5, 2018. On September 13, 2018, the Company converted a note dated September 15, 2017 into common shares. The original face value of the note was $150,000, which converted into 3,745,330 common shares. On September 19, 2018, the Company issued a convertible note to an accredited investor for proceeds to the Company in the amount of $250,000. The Company reserved 15,000,000 common shares for future maximum issuance for the eventual conversion. On September 27, 2018, the Company sold 642,857 common shares to an accredited investor at $0.07 per common share for a total of $45,000. On October 7, 2018, a consultant paid the Company $500 for an option exercised on June 8, 2018. The strike price of the option was $0.001 per share. As of this date, the 500,000 common shares from the option exercise have yet to be issued. On October 9, 2018, the Company issued shares in a debt settlement. A total of 500,000 shares were issued at a price of $0.10 per shares, which settled the $39,000 and interest owed by the Company. On October 10, 2018, the Company issued a convertible note to an accredited investor for proceeds to the Company in the amount of $250,000. The Company reserved 26,000,000 common shares for future maximum issuance for the eventual conversion. On October 15, 2018, the Company signed a Letter of Intent to acquire Sky Unlimited, LLC doing business as Athena United (“Sky Unlimited”), a Southern California-based, supplier of hydroponic cultivation supplies to the wholesale sector and to large commercial cultivators. Upon execution of LOI, the Company will pay Sky Unlimited $1,000,000 in common shares of Sugarmade at $0.10 per share equal 10,000,000 shares, which will immediately vest as a non-refundable fee. Sugarmade will be granted 180 days to close on acquisition, If the acquisition is completed, Sky Unlimited will be compensated with cash and Sugarmade shares having a total value equaling one times annualized revenues realized by Sky Unlimited during last 2 quarters of 2018 calendar year. At the projected $40,000,000 annualized revenue realization for Sky Unlimited for the period agreed, it is contemplated Sky Unlimited will be paid a total of $8,000,000 in cash and $32,000,000 in Sugarmade common shares at $0.10 per share. On October 16, 2018, the Company issued 2,500,000 common shares due to an accredited investor for an investment on December 21, 2017 in the amount of $250,000 at $0.05 per share. On October 16, 2018, the Company issued 10,00,000 common shares due to an accredited investor for an investment on December 21, 2017 in the amount of $1,000,000 at $0.10 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Summary Of Significant Accounting Policies Policies Abstract | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of our Company and its wholly-owned subsidiaries, Sugarmade-CA and SWC. All significant intercompany transactions and balances have been eliminated in consolidation. |
Going concern | Going concern The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its shareholders or other sources, as may be required. Our consolidated financial statements have been prepared assuming that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Management is endeavoring to increase revenue-generating operations. While priority is on generating cash from operations through the sale of the Company's products, management is also seeking to raise additional working capital through various financing sources, including the sale of the Company's equity and/or debt securities, which may not be available on commercially reasonable terms to our Company, or which may not be available at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced, and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our common stock. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Revenue recognition | Revenue recognition We recognize revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC'') No. 605, Revenue Recognition. Revenue is recognized when an arrangement and a determinable fee occur, and when collection is considered to be probable and products are delivered, or title has been transferred. This generally occurs upon shipment of the merchandise, which is when legal transfer of title occurs. In the event that final acceptance of our product by the customer is uncertain, revenue is deferred until all acceptance criteria have been met. We currently have a consignment arrangement with two of our customers. We record revenue on consignment goods when the consigned goods are sold by the consignee and all other above-mentioned revenue recognition criteria have been satisfied. Cash deposits received in connection with the sales of our products prior to their being delivered or acceptance if applicable is recorded as Adoption of ASC Topic 606, "Revenue from Contracts with Customers" Sugarmade, Inc. is planning on implementing Topic 606. Results for reporting periods beginning within the next fiscal year will be presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Sugarmade experienced no impact to the opening balance of the accumulated deficit or revenues for any quarterly period as a result of applying Topic 606. Sugarmade will apply a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of Sugarmade’s revenue is recognized at the time control of the products transfers to the customer. Additionally, Sugarmade has substantially increased its accounting and financial staffs and enhanced its information technology and accounting systems software to ensure proper and effective implementation of Topic 606. |
Cash | Cash Cash and cash equivalents consist of amounts held as bank deposits and highly liquid debt instruments purchased with an original maturity of three months or less. From time to time, we may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). We have not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash. |
Accounts receivable | Accounts receivable Accounts receivable are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts. We grant unsecured credit to our customer's deemed credit worthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time, any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts. The Company had accounts receivable net allowances of $453,623 as of June 30, 2018 and of $113,218 as of June 30, 2017. |
Inventory | Inventory Inventory consists of finished goods paper and paper-based products such as paper cups and food containers ready for sale and is stated at the lower of cost or market. We value our inventory using the weighted average costing method. Our Company's policy is to include as a part of inventory any freight incurred to ship the product from our contract manufacturers to our warehouses. Outbound freights costs related to shipping costs to our customers are considered period costs and reflected in selling, general and administrative expenses. We regularly review inventory and consider forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of our inventory is less than cost, we make provisions in order to reduce its carrying value to its estimated market value. On a consolidated basis, as of June 30, 2018 and June 30, 2017, the balance for the inventory totaled 531,249 and $568,229, respectively. $120,486 were reserved for obsolescent inventory for the year ended June 30, 2018, and $70,332 were reserved for obsolescent inventory for the year ended June 30, 2017. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company, as of June 30, 2018, performed an impairment test of all of its intangible assets. Based on the company’s analysis, the company had an impairment of $65K. |
Income taxes | Income taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes ("ASC 740''), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspect of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of October 2, 2008 and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as open tax years in these jurisdictions. We have identified the U.S. federal and California as our ''major'' tax jurisdictions and generally, we remain subject to Internal Revenue Service examination of our 2013 U.S. federal income tax returns. However, we have certain tax attribute carryforwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as |
Stock based compensation | Stock based compensation Stock based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee's requisite service period (generally the vesting period of the award). We estimate the fair value of employee stock options granted using the Binomial Option Pricing Model. Key assumptions used to estimate the fair value of stock options will include the exercise price of the award, the fair value of our common stock on the date of grant, the expected option term, the risk-free interest rate at the date of grant, the expected volatility and the expected annual dividend yield on our common stock. We use our company's own data among other information to estimate the expected price volatility and the expected forfeiture rate. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. |
Loss per share | Loss per share We calculate basic earnings per share ("EPS") by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted BPS is computed by dividing net income or net loss by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive. |
Fair Value of Financial Instruments | Fair value of financial instruments ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1- observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - include other inputs that are directly or indirectly observable in the marketplace. Level 3 - unobservable inputs which are supported by little or no market activity. The Company used Level 2 inputs for its valuation methodology for the derivative liabilities for conversion feature of the convertible notes and warrants in determining the fair value using Lattice Binomial model with the following assumption inputs: Carrying Value Fair Value Measurements at June 30, 2018 June 30, 2018 Level 1 Level 2 Level 3 Derivative Liabilities 3,069,616 — — 3,069,616 Total June 30, 2017 June 30, 2018 Expected Life (Years) 0.74 — 0.5 Risk Free Interest Rate 1.68 % — 2.06 % Expected Volatility 161 % — 151 % |
Derivative Instruments | Derivative instruments The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under non-operating income (expense). Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes- Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12months of the balance sheet date. |
Segment Reporting | Segment Reporting FASB ASC Topic 280, "Segment Reporting'', requires use of the ''management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the Company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. FASB ASC Topic 280 has no effect on the Company's financial statements as substantially all of its operations are conducted in one industry segment -paper and paper-based products such as paper cups, cup lids, food containers, etc. |
New Accounting Pronouncements Not Yet Adopted | New accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of adoption of this ASU on the consolidated financial statements. In May 2014, the FASB issued No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB approved a one-year deferral of the effective date of the new revenue recognition standard. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue versus Net). In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. In May 2016, the FASB issued ASU 2016-11, Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16, and ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. These ASUs clarify the implementation guidance on a few narrow areas and adds some practical expedients to the guidance Topic 606. The Company is evaluating the effect that these ASUs will have on its consolidated financial statements and related disclosures. On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU 2016-09 are effective for public companies for fiscal years beginning after December 31, 2016, and interim periods within those annual periods. The Company adopted this new guidance on January 1, 2017 and this standard does not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Company has implemented ASU 2016-15 on its financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16—Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than invent tory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company has implemented ASU 2016-16 on its financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim period within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied using a retrospective transition method to each period presented. The Company has implemented ASU 2016-18 on its financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The standard should be applied prospectively on or after the effective date. The Company will evaluate the impact of adopting this standard prospectively upon any transactions of acquisitions or disposals of assets or businesses. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. |
Prior period reclassification | Prior period reclassification Certain prior period balance sheet accounts have been reclassified in conformity with current period presentation including reclassification of $4,000 from derivative liability to warrant liability. The reclassification had no effect to the company's consolidated statement of operations, statement of cash flow or statement of shareholder's equity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Summary Of Significant Accounting Policies Tables Abstract | |
Schedule of fair value of derivative liabilities | The Company used Level 2 inputs for its valuation methodology for the derivative liabilities for conversion feature of the convertible notes and warrants in determining the fair value using Lattice Binomial model with the following assumption inputs: Carrying Value Fair Value Measurements at June 30, 2018 Using Fair Value Hierarchy June 30, 2018 Level 1 Level 2 Level 3 Derivative Liabilities 3,069,616 — — 3,069,616 Total June 30, 2017 June 30, 2018 Expected Life (Years) 0.74 — 0.5 Risk Free Interest Rate 1.68 % — 2.06 % Expected Volatility 161 % — 151 % |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | As of June 30, 2018 and 2017, other current assets consisted of the following: For the years ended June 30, 2018 2017 Prepaid Deposit $ 355,500 $ 57,500 Prepaid Inventory 92,737 84,065 Employees Advance 41,303 30,078 Prepaid Expenses 246,260 4,894 Others 20,765 13,801 Total $ 756,565 $ 190,338 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Convertible Notes Tables Abstract | |
Schedule of Promissory Notes | As of the year ended June 30, 2018, the Company’s convertible notes consisted of following: Principal Default Penalty Conversion in Principal Number of Shares Balance as of 6/30/2018 Due Date Interest Rate Conversion Price $ 25,000 $ 25,000 2/24/2013 14 % 75% of the average of 30 days prior to the conversion date $ 25,000 $ 25,000 3/18/2013 14 % 75% of the average of 30 days prior to the conversion date $ 100,000 $ 100,000 6/21/2013 14 % 75% of the average of 30 days prior to the conversion date $ 20,000 $ 20,000 7/17/2017 8 % 40% discount of average of last 20 trading days $ 25,000 $ 25,000 7/17/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 20,000 $ 20,000 737,748 — 7/17/2017 8 % Greater of $0.05 or 40% discount to average of 3 lowest trading price during 20 trading days $ 43,000 $ 43,000 2,462,180 — 1/24/2018 8 % 45% discount of average two lowest price of last 20 trading days $ 50,000 $ 50,000 8/8/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 80,000 $ 80,000 7/20/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 66,023 $ 66,023 8/24/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 50,000 $ 50,000 8/9/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 75,000 $ 75,000 7/31/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 100,000 $ 92,500 5,246,524 $ 7,500 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 56,067 $ 56,067 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 7,273 $ 31,097 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 7,270 $ 29,654 12/1/2017 10 % 50% discount of average three lowest price of last 20 trading days $ 70,000 $ 70,000 9/23/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 63,000 $ 63,000 3,081,746 — 11/20/2017 8 % 42% discount of average three lowest price of last 10 trading days $ 30,000 $ 30,000 8/16/2017 8 % Greater of $0.05 or 40% discount to average of 3 lowest trading price during 20 trading days $ 200,000 $ 200,000 9/30/2017 8 % 40% discount of average two lowest price of last 20 trading days $ 340,000 $ 78,482 $ 418,482 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 165,000 $ 87,522 $ 252,522 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 80,000 $ 80,000 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 170,000 $ 170,000 5/12/2018 22 % 45% discount of lowest price of last 20 trading days $ 150,000 $ 150,000 5/3/2018 10 % 45% discount of average three lowest price of last 20 trading days $ 150,000 $ 150,000 6/15/2018 10 % 45% discount of average three lowest price of last 20 trading days $ 164,900 $ 164,900 7/17/2018 8 % $0.025 $ 35,000 $ 35,000 8/22/2018 8 % 40% discount of average two lowest price of last 20 trading days $ 15,000 $ 15,000 9/26/2018 8 % 40% discount of average two lowest price of last 20 trading days $ 50,000 $ 50,000 12/7/2018 8 % $0.025 Total: $ 218,500 $ 2,426,245 As of the year ended June 30, 2018, the Company’s debt discount consisted of following: Date of Due Date Related Debt OID Debt Discount at 6/30/2017 Amortization during 6/30/2018 Debt Discount at 6/30/2018 8/3/2017 5/3/2018 $ 150,000 $ — $ 150,000 9/15/2017 6/15/2018 150,000 — 150,000 8/22/2017 8/22/2108 35,000 — 29,918 5,082 9/26/2017 9/26/2018 15,000 — 11,384 3,616 5/12/2017 5/12/2018 30,000 13,232 13,232 6/12/2017 6/12/2018 15,000 28,263 28,263 9/28/2017 5/12/2018 78,482 — 78,482 11/14/2017 5/12/2018 87,522 — 87,522 8/8/2017 12/1/2017 56,067 — 56,067 10/13/2017 12/1/2017 15,298 — 15,298 11/14/2017 12/1/2017 42,280 — 42,280 11/17/2017 5/12/2018 80,000 — 80,000 11/25/2017 5/12/2018 170,000 — 170,000 7/17/2017 7/17/2018 164,900 — 160,445 4,455 12/7/2017 12/7/2018 50,000 — 36,849 13,151 Total debt discount $ 1,139,549 $ 41,495 $ 912,446 $ 26,303 |
Derivative liabilities (Tables)
Derivative liabilities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure Derivative Liabilities Tables Abstract | |
Schedule of changes in derivative liability | During the year ended June 30, 2018, the Company changed the method to value the fair market value from Black-Scholes to Binomial Option model. The Binomial model with the following assumption inputs: June 30, 2018 Annual Dividend Yield — Expected Life (Years) 0.15-1.00 Risk-Free Interest Rate 1.13%-2.06 % Expected Volatility 94%-212 % June 30, 2017 Annual Dividend Yield — Expected Life (Years) 0.47-1.00 Risk-Free Interest Rate 1.08-2.12 % Expected Volatility 103-202 % Fair value of the derivative is summarized as below: Beginning Balance, June 30, 2017 $ 1,134,000 Additions $ 1,913,992 Mark to Market 525,394 Reclassification to APIC Due to Conversions $ (503,770 ) Ending Balance, June 30, 2018 3,069,616 |
Stock warrants (Tables)
Stock warrants (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Schedule of Warrants Outstanding | The Binomial model with the following assumption inputs: Warrants liability: June 30, 2018 Annual dividend yield — Expected life (years) 0.5 Risk-free interest rate 2.06 % Expected volatility 151 % Warrants issued in May 2017: June 30, 2017 Annual dividend yield — Expected life (years) 3.86 Risk-free interest rate 1.89 % Expected volatility 440 % Number of Shares Weighted Average Exercise Price Weighted Average Remaining contractual life Outstanding at June 30, 2016 131,250 0.20 Expired 131,250 0.20 Granted 505,000 $ 0.15 4 Outstanding at June 30, 2017 505,000 $ 0.15 3.86 Expired Granted Outstanding at June 30, 2018 505,000 $ 0.15 0.5 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Asset | The deferred tax asset as of June 30, 2018 and 2017 consisted of the following: 2018 2017 Net Operating Loss Carryforwards $ 11,849,081 $ 9,711,559 Less Valuation Allowance (11,849,081 ) (9,711,559 ) $ — $ — |
Schedule of Reconciliation for income taxes | Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% for 2018 and 2017 is as follows: 2018 2017 Income tax benefit at federal statutory rate (34 )% (34 )% Increase in valuation allowance 34 % 34 % Income tax expense — — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Expected Life [Member] | ||
Expected life (years) | 6 months | 8 months 26 days |
Risk Free Interest Rate [Member] | ||
Risk-free interest rate | 2.06% | 1.68% |
Expected Volatility [Member] | ||
Expected volatility | 151.00% | 161.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 2) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Derivative Liabilities | $ 3,069,616 | $ 1,134,000 |
Liabilities [Member] | ||
Derivative Liabilities | 3,069,616 | |
Liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liabilities | ||
Liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liabilities | ||
Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liabilities | $ 3,069,616 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure Summary Of Significant Accounting Policies Details Narrative Abstract | ||
Cash issued to Federal Deposit Insurance Corporation | $ 250,000 | |
Inventory, Net | 531,249 | $ 568,229 |
Inventory Obsolescence Reserve | $ 120,486 | $ 70,332 |
Concentration (Details Narrativ
Concentration (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Risks and Uncertainties [Abstract] | ||
Net Revenue | $ 4,439,324 | $ 4,100,560 |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | Feb. 21, 2017 | Oct. 28, 2014 | May 24, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |||
Litigation Settlement, Amount | $ 227,000 | $ 56,365 | |
Restricted Shares Issued | 502,533 | ||
Litigation Cash Paid | $ 30,000 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Deposit | $ 355,500 | $ 57,500 |
Prepaid Inventory | 92,737 | 84,065 |
Employees Advance | 41,303 | 30,078 |
Prepaid Expenses | 246,260 | 4,894 |
Others | 20,765 | 13,801 |
Total | $ 756,565 | $ 190,338 |
Intangible Asset (Details Narra
Intangible Asset (Details Narrative) | Jun. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization Expense | $ 67,850 |
Convertible Notes (Details)
Convertible Notes (Details) - Convertible Notes [Member] | 12 Months Ended |
Jun. 30, 2018USD ($)shares | |
Convertible Principal Amount | $ 25,000 |
Convertible Debt | $ 25,000 |
Convertible Debt Due Date | Feb. 24, 2013 |
Convertible Principal Amount | $ 25,000 |
Convertible Debt | $ 25,000 |
Convertible Debt Due Date | Mar. 18, 2013 |
Convertible Principal Amount | $ 100,000 |
Convertible Debt | $ 100,000 |
Convertible Debt Due Date | Jun. 21, 2013 |
Convertible Principal Amount | $ 20,000 |
Convertible Debt | $ 20,000 |
Convertible Debt Due Date | Jul. 17, 2017 |
Convertible Principal Amount | $ 25,000 |
Convertible Debt | $ 25,000 |
Convertible Debt Due Date | Jul. 17, 2017 |
Convertible Principal Amount | $ 20,000 |
Conversion of Principal Amount | $ 20,000 |
Conversion of Principal Amount, Shares | shares | 737,748 |
Convertible Debt | |
Convertible Debt Due Date | Jul. 17, 2017 |
Convertible Principal Amount | $ 43,000 |
Conversion of Principal Amount | $ 43,000 |
Conversion of Principal Amount, Shares | shares | 2,462,180 |
Convertible Debt | |
Convertible Debt Due Date | Jan. 24, 2018 |
Convertible Principal Amount | $ 50,000 |
Convertible Debt | $ 50,000 |
Convertible Debt Due Date | Aug. 8, 2017 |
Convertible Principal Amount | $ 80,000 |
Convertible Debt | $ 80,000 |
Convertible Debt Due Date | Jul. 20, 2017 |
Convertible Principal Amount | $ 66,023 |
Convertible Debt | $ 66,023 |
Convertible Debt Due Date | Aug. 24, 2017 |
Convertible Principal Amount | $ 50,000 |
Convertible Debt | $ 50,000 |
Convertible Debt Due Date | Aug. 9, 2017 |
Convertible Principal Amount | $ 75,000 |
Convertible Debt | $ 75,000 |
Convertible Debt Due Date | Jul. 31, 2017 |
Convertible Principal Amount | $ 100,000 |
Conversion of Principal Amount | $ 92,500 |
Conversion of Principal Amount, Shares | shares | 5,246,524 |
Convertible Debt | $ 7,500 |
Convertible Debt Due Date | Dec. 1, 2017 |
Convertible Debt, Default Penalty | $ 56,067 |
Convertible Debt | $ 56,067 |
Convertible Debt Due Date | Dec. 1, 2017 |
Convertible Debt, Default Penalty | $ 7,273 |
Convertible Debt | $ 31,097 |
Convertible Debt Due Date | Dec. 1, 2017 |
Convertible Debt, Default Penalty | $ 7,270 |
Convertible Debt | $ 29,654 |
Convertible Debt Due Date | Dec. 1, 2017 |
Convertible Principal Amount | $ 70,000 |
Convertible Debt | $ 70,000 |
Convertible Debt Due Date | Sep. 23, 2017 |
Convertible Principal Amount | $ 63,000 |
Conversion of Principal Amount | $ 63,000 |
Conversion of Principal Amount, Shares | shares | 3,081,746 |
Convertible Debt | |
Convertible Debt Due Date | Nov. 20, 2017 |
Convertible Principal Amount | $ 30,000 |
Convertible Debt | $ 30,000 |
Convertible Debt Due Date | Aug. 16, 2017 |
Convertible Principal Amount | $ 200,000 |
Convertible Debt | $ 200,000 |
Convertible Debt Due Date | Sep. 30, 2017 |
Convertible Principal Amount | $ 340,000 |
Convertible Debt, Default Penalty | 78,482 |
Convertible Debt | $ 418,482 |
Convertible Debt Due Date | May 12, 2018 |
Convertible Principal Amount | $ 165,000 |
Convertible Debt, Default Penalty | 87,522 |
Convertible Debt | $ 252,522 |
Convertible Debt Due Date | May 12, 2018 |
Convertible Debt, Default Penalty | $ 80,000 |
Convertible Debt | $ 80,000 |
Convertible Debt Due Date | May 12, 2018 |
Convertible Debt, Default Penalty | $ 170,000 |
Convertible Debt | $ 170,000 |
Convertible Debt Due Date | May 12, 2018 |
Convertible Principal Amount | $ 150,000 |
Convertible Debt | $ 150,000 |
Convertible Debt Due Date | May 3, 2018 |
Convertible Principal Amount | $ 150,000 |
Convertible Debt | $ 150,000 |
Convertible Debt Due Date | Jun. 15, 2018 |
Convertible Principal Amount | $ 164,900 |
Convertible Debt | $ 164,900 |
Convertible Debt Due Date | Jul. 17, 2018 |
Convertible Principal Amount | $ 35,000 |
Convertible Debt | $ 35,000 |
Convertible Debt Due Date | Aug. 22, 2018 |
Convertible Principal Amount | $ 15,000 |
Convertible Debt | $ 15,000 |
Convertible Debt Due Date | Sep. 26, 2018 |
Convertible Principal Amount | $ 50,000 |
Convertible Debt | $ 50,000 |
Convertible Debt Due Date | Dec. 7, 2018 |
Conversion of Principal Amount | $ 218,500 |
Convertible Debt | $ 2,426,245 |
Derivative liabilities (Details
Derivative liabilities (Details) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Expected Life [Member] | ||
Expected life (years) | 6 months | 8 months 26 days |
Risk Free Interest Rate [Member] | ||
Risk-free interest rate | 2.06% | 1.68% |
Expected Volatility [Member] | ||
Expected volatility | 151.00% | 161.00% |
Derivative [Member] | Annual Dividend Yield [Member] | ||
Annual Dividend Yield | ||
Derivative [Member] | Expected Life [Member] | Minimum [Member] | ||
Expected life (years) | 1 month 24 days | 5 months 19 days |
Derivative [Member] | Expected Life [Member] | Maximum [Member] | ||
Expected life (years) | 1 year | 1 year |
Derivative [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||
Risk-free interest rate | 1.13% | 1.08% |
Derivative [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||
Risk-free interest rate | 2.06% | 2.12% |
Derivative [Member] | Expected Volatility [Member] | Minimum [Member] | ||
Expected volatility | 94.00% | 103.00% |
Derivative [Member] | Expected Volatility [Member] | Maximum [Member] | ||
Expected volatility | 212.00% | 202.00% |
Derivative liabilities (Detai_2
Derivative liabilities (Details 2) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Balance Beginning | $ 1,134,000 | |
Mark to Market | (525,394) | $ (437,000) |
Ending Balance | 3,069,616 | 1,134,000 |
Derivative [Member] | ||
Balance Beginning | 1,134,000 | |
Additions | 1,913,992 | |
Mark to Market | 525,394 | |
Reclassification to APIC due to conversions | (503,770) | |
Ending Balance | $ 3,069,616 | $ 1,134,000 |
Stock warrants (Details)
Stock warrants (Details) - Stock Warrant [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Number of Shares | ||
Outstanding | 505,000 | 131,250 |
Granted | 505,000 | |
Exercised | ||
Forfeited | 131,250 | |
Outstanding | 505,000 | 505,000 |
Weighted Average Exercise Price | ||
Outstanding | $ 0.15 | $ 0.20 |
Granted | 0.15 | |
Exercised | 0.20 | |
Outstanding | $ 0.15 | $ 0.15 |
Weighted Average Remaining contractual life | ||
Granted | 4 years | |
Outstanding | 6 months | 3 years 10 months 10 days |
Stock warrants (Details 2)
Stock warrants (Details 2) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Expected Life [Member] | ||
Expected life (years) | 6 months | 8 months 26 days |
Risk Free Interest Rate [Member] | ||
Risk-free interest rate | 2.06% | 1.68% |
Expected Volatility [Member] | ||
Expected volatility | 151.00% | 161.00% |
Stock Warrant [Member] | Annual Dividend Yield [Member] | ||
Annual Dividend Yield | ||
Stock Warrant [Member] | Expected Life [Member] | ||
Expected life (years) | 6 months | 3 years 10 months 10 days |
Stock Warrant [Member] | Risk Free Interest Rate [Member] | ||
Risk-free interest rate | 20.60% | 1.89% |
Stock Warrant [Member] | Expected Volatility [Member] | ||
Expected volatility | 151.00% | 440.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2017 | Jun. 30, 2016 | |
Commitments And Contingencies Details Narrative | |||
Monthly Rent | $ 15,043 | $ 13,328 | $ 11,884 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforwards | $ 11,849,081 | $ 9,711,559 |
Less Valuation Allowance | (11,849,081) | (9,711,559) |
Total |
Income Tax (Details 2)
Income Tax (Details 2) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | (34.00%) | (34.00%) |
Increase in valuation allowance | 34.00% | 34.00% |
Income tax expense |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | Jun. 30, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Net Operating Loss Carry Forward | $ 34,859,799 |