x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

BANJO & MATILDA, INC.

(Exact name of registrant as specified in its charter)

Nevada

27-1519178

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes xo No ¨x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨o	Accelerated filer	¨o
Non-accelerated filer	¨o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~November 1, 2014,~~December 31, 2016, the Registrant had outstanding ~~28,036,534~~58,823,116 shares of common stock.

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form ~~10-K filed on October 14, 2014.~~10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

~~BANJO & MATILDA, INC. AND SUBSIDIARY~~

BANJO & MATILDA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			June 30,
	2015			2015
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	114,285		$	362,668
Trade receivables, net		162,609			180,289
Inventory, net		133,830			174,792
Deposit on purchases		171,370			357,804
Other assets		70,983			5,550
TOTAL CURRENT ASSETS		653,077			1,081,103

NON-CURRENT ASSETS
Intangible assets, net		41,640			45,011
Deferred financing costs, net		39,257			47,107
Other receivable		-			66,952
Property, plant and equipment, net		13,288			12,139
TOTAL NON-CURRENT ASSETS		94,185			171,208

TOTAL ASSETS	$	747,262		$	1,252,311

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Trade and other payables	$	611,474		$	633,394
Deposit payable		1,159			1,159
Trade financing		649,502			779,653
Accrued interest		128,174			69,824
Loans payable		239,369			229,288
Loan from related parties		143,422			217,855
Convertible loan from related party (net of discount)		257,835			-
TOTAL CURRENT LIABILITIES		2,030,934			1,931,172

NON-CURRENT LIABILITIES
Loans payable (net of related discount) (net of current portion)		407,645			563,357
Convertible loan from related party (net of discount) (net of current portion)		121,756			-
TOTAL NON-CURRENT LIABILITIES		529,401			563,357

TOTAL LIABILITIES		2,560,335			2,494,529

STOCKHOLDERS' DEFICIT
Preferred stock, $0.00001 par value, 100,000,000 shares authorized
and 1,000,000 shares issued and outstanding, respectively		10			10
Common stock, $0.00001 par value, 100,000,000 shares authorized and
58,823,116 and 58,323,116 shares issued and outstanding, respectively		588			583
Additional paid in capital		1,591,051			1,759,187
Other accumulated comprehensive gain		100,007			100,007
Accumulated deficit		(3,504,729	)		(3,102,005	)
TOTAL STOCKHOLDERS' DEFICIT		(1,813,073	)		(1,242,219	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	747,262		$	1,252,311

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

~~BANJO & MATILDA, INC. AND SUBSIDIARY~~

BANJO & MATILDA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2015 AND 2014
(UNAUDITED)

	Three month periods ended						Six month periods ended
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014

Revenue	$	732,063		$	1,038,418		$	1,612,367		$	1,785,181
Cost of sales		517,152			581,999			1,088,959			993,732
Gross profit		214,911			456,419			523,408			791,449

Payroll and employee related expenses		131,688			193,226			393,653			365,630
Operating expense		42,725			123,110			105,445			177,658
Marketing expense		23,501			41,454			91,921			147,246
Samples & design expense		7,466			-			44,069			-
Occupancy expenses		23,350			11,398			36,715			24,637
Depreciation and amortization expense		2,291			3,020			4,556			6,289
Finance Charges		12,299			52,872			27,680			93,623
Corporate and public company expense		40,898			61,333			73,285			97,872
		284,219			486,413			777,325			912,955
Loss from operations		(69,307	)		(29,994	)		(253,916	)		(121,506	)

Other Income (Expense)
Other income		(9,846	)		-			2,832			-
Amortization of debt discount		(18,093	)		-			(36,187	)		-
Interest expense		(52,120	)		(48,638	)		(115,453	)		(94,817	)
Total Other Expense		(80,059	)		(48,638	)		(148,808	)		(94,817	)

Loss before income tax		(149,366	)		(78,632	)		(402,724	)		(216,323	)

Provision for income taxes		-			-			-			-

Net loss		(149,366	)		(78,632	)		(402,724	)		(216,323	)

Other comprehensive income
Foreign currency translation		-			18,548			-			13,124

Comprehensive loss	$	(149,366	)	$	(60,084	)	$	(402,724	)	$	(203,199	)

Net loss per share
Basic	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average number of shares outstanding:
Basic		58,823,116			31,790,918			58,722,023			29,493,137
Diluted		58,823,116			31,790,918			58,722,023			29,493,137

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

~~BANJO & MATILDA, INC. AND SUBSIDIARY~~

BANJO & MATILDA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 2015 AND 2014
(UNAUDITED)

	December 31, 2015			December 31, 2014

Net loss	$	(402,724	)	$	(216,323	)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation		1,185			2,003
Amortization		3,371			4,286
Effect of exchange rate changes on cash and cash equivalents		-			23,619
AR allowance		873			-
Shares issued in exchange for services		-			14,878
Debt discount amortization		36,187			-
Amortization of deferred finance fee		7,851			-
(Increase) / decrease in assets:
Trade receivables		16,808			(296,032	)
Inventory		40,962			(151,707	)
Deposit on Purchases		186,434			-
Other assets		(65,433	)		6,429
Other receivable		66,952			23,529
Increase/ (decrease) in current liabilities:
Trade payables and other liabilities		5,203			247,716
Accrued interest		58,350			81,265
Deposits payable		-			(2,408	)
Net cash provided by (used in) operating activities		(43,982	)		(262,745	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(2,334	)		(2,764	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock		-			44,770
Net proceeds (payments) on related party loan		268,970			(120,385	)
Net loan proceeds		(340,886	)		(38,205	)
Net trade financing		(130,151	)		357,094
Net cash provided by (used in) financing activities		(202,067	)		243,274

Net increase (decrease) in cash and cash equivalents		(248,383	)		(22,235	)

Cash and cash equivalents at the beginning of the period	$	11,132		$	33,367

Cash and cash equivalents at the end of the period	$	(237,251	)	$	11,132
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Income tax payments	$	-		$	-
Interest payments	$	64,953		$	229,033

SUPPLEMENTAL DISCLOSURES FOR NON CASH:
FINANCING AND INVESTING ACTIVITIES
Debt converted to equity	$	27,123		$	97,800

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) and with the instructions to Form 10-Q.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on the Form 10-K for the fiscal years ended June 30, 2014. Current and future financial statements may not be directly comparable to the Company’s historical financial statements. However, except as disclosed herein, there has been no material changes in the information disclosedAll currencies represented in the notes to the ~~financial statements for the year ended June 30, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited~~condensed consolidated financial statements ~~should be read~~are in ~~conjunction~~United States Dollars (USD) unless specified as AUD (Australian Dollars).

Banjo and Matilda, Inc. was incorporated in Nevada on December 18, 2009 under the name Eastern World Group, Inc. On September 24, 2013, its name was changed to Banjo & Matilda, Inc.

On November 14, 2013, Banjo & Matilda, Inc., entered into a Share Exchange Agreement (the "Exchange Agreement") with Banjo & Matilda, Pty Ltd., a corporation formed under the ~~financial statements included~~laws of Australia (the "Company") and the shareholders of the Company. Pursuant to the Exchange Agreement, at the closing of the transaction contemplated thereunder (the "Transaction"), the Company became a wholly-owned subsidiary of Banjo & Matilda, Inc.

Banjo & Matilda Pty Ltd. was incorporated under the laws of Australia on May 27, 2009 and manufactures and sells cashmere fashion. Headquartered at Bondi Beach, the Aussie lifestyle of sun, sand and surf resonates innately with this label and its philosophy of low maintenance, style and comfort.

Banjo & Matilda USA, Inc. was incorporated in the ~~Form10-K. In~~State of Delaware on October 14, 2013 and is owned 100% by Banjo & Matilda, Inc.

The ultra-soft cashmere staples, pairing simplicity with cool sophistication has rapidly gained loyal customers worldwide positioning the ~~opinion~~label as the 'go-to' for contemporary cashmere products.

Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of ~~Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results~~stock by Banjo & Matilda Pty Ltd. for the ~~three months ended September 30, 2014 are not necessarily indicative~~net monetary assets of the ~~results that may be expected for the year ending June 30, 2015.~~

~~When used in these notes, the terms "Company," "we," "our," or "us" mean~~ Banjo & Matilda, Inc. accompanied by a recapitalization, and ~~its subsidiary.~~is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under share reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Banjo & Matilda, Inc. are those of the legal acquiree, Banjo & Matilda Pty Ltd., which is considered to be the accounting acquirer. Share and per share amounts stated have been retroactively adjusted to reflect the merger.

As a result of the exchange agreement, the reorganization was treated as an acquisition by the accounting acquiree that is being accounted for as a recapitalization and as a reverse merger by the legal acquirer for accounting purposes. Pursuant to the recapitalization, all capital stock shares and amounts and per share data have been retroactively restated. Accordingly, the financial statements include the following:

	(1)	The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the legal acquirer at fair value.

	(2)	The statements of operations include the operations of the accounting acquirer for the period presented and the operations of the legal acquirer from the date of the merger.

The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America ("US GAAP").

The consolidated financial statements include the accounts of Banjo & Matilda, Inc. ("Banjo" or "the Company") and its wholly owned subsidiaries Banjo & Matilda Pty Ltd. and Banjo & Matilda USA, Inc., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation.

During the ~~three months~~six-month period ended ~~September 30,~~December 31, 2015, the transactions of the Company were denominated in US Dollars. Some transactions were denominated in AUD and British pounds for the sales made outside US and for rent paid for the Australian store. Such transactions were converted to US$ on the date of transaction and the exchange gains or losses were recorded in the statement of operations. During the six-month period ended December 31, 2014, ~~and 2013,~~ the transactions of the Company were denominated in foreign currency and were recorded in Australian dollar (AUD) at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

~~The~~During the six-month period ended December 31, 2015, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US$ on the date of settlement and the exchange gains and losses were recorded in the statement of operations. No change was recorded in the comprehensive income (loss). During the three-month period ended September 30, 2014, the accounts of the Company were maintained, and its financial statements were expressed, in AUD. Such financial statements were translated into USD with the AUD as the functional currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, ~~stockholder’s~~stockholder's equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of ~~shareholders’~~shareholders' equity. There were no significant fluctuations in the exchange rate for the conversion of AUD to USD after the balance sheet date.

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.

The Company has one reportable segment. The ~~Company’s~~Company's activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business.

Based upon its current projection of revenue, management believes that its current cash position and available financing provide sufficient resources and operating flexibility through at least the next twelve months. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will successfully implement its plans. In the event cash flow from operations is not sufficient, additional sources of financing will be required in order to maintain the Company’s current operations. Whereas management believes it will have access to other financing sources, no assurance can be given that such additional sources of financing will be available on acceptable terms, on a timely basis or at all.

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.

Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product sampling.

Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel.

The Company utilizes ~~the liability method~~FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of ~~accounting for income tax. Under the liability method,~~ deferred ~~income~~ tax assets and liabilities ~~are provided based on~~for the ~~difference between~~expected future tax consequences of events that were included in the financial statements ~~and~~or tax ~~basis~~returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities ~~measured by the current~~and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates ~~in effect for~~applicable to the ~~years~~periods in which ~~these~~the differences are expected to ~~reverse.~~affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company ~~has adopted accounting standards~~follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the ~~accounting for uncertain income taxes. These standards provide guidance for~~taxing authorities, while others are subject to uncertainty about the ~~accounting and disclosure about uncertain tax positions taken. Management believes that all~~merits of the ~~positions~~position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in ~~its federal and states income tax returns are~~the financial statements in the period during which, based on all available evidence, management believes it is more likely than not tothat the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

At ~~September 30,~~December 31, 2015 and 2014, ~~and 2013,~~ the Company had not taken any significant uncertain tax positions on its tax returns for ~~2013~~periods ended December 31, 2015 and prior years or in computing its tax provision for ~~2014.~~2015. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from the period ended June 30, 2012 to the present, generally for three years after they are filed.

The Company has been behind in filing its payroll tax returns and sales tax returns. The Company has recorded $1,580 as penalties for the late payment of taxes in the accompanying financials.

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base across many markets, predominantly Australia, United States of America, United Kingdom, Europe and the Middle East. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the ~~Company’s~~Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk.

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The ~~Company’s~~Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the ~~Company’s~~Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the ~~Company’s~~Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014,~~2015, the Company had ~~$11,429~~$114,285 and ~~$33,367~~$362,668 in cash in Australia and ~~not covered by insurance.~~in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. ~~There were no~~The allowances for doubtful accounts as of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014.~~2015 are $147,870 and $140,870 respectively.

Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014, inventory only consisted~~2015, the Company had outstanding balances of ~~the following:~~

Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three to 10 years; computer equipment, two to three years; buildings and improvements, five to 15 years; leasehold improvements, two to 10 years; and furniture and equipment, one to five years.

As of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014, fixed assets~~2015, Plant and Equipment consisted of the following:

	September 30, 2014			June 30, 2014			December 31, 2015			June 30, 2015

Furniture and Equipment	$	31,532		$	30,352
Property, plant & equipment							$	31,378		$	29,044
Accumulated depreciation		(20,332	)		(20,127	)	$	(18,090	)	$	(16,905	)
	$	11,200		$	10,225		$	13,288		$	12,139

Depreciation was ~~$692~~$1,185 and ~~$1,341~~$2,003 for ~~three months~~the three-month periods ended ~~September 30,~~December 31, 2015 and 2014, respectively. Depreciation was $605 and ~~2013,~~$1,311 for the three-month periods ended December 31, 2015 and 2014, respectively.

For certain of the ~~Company’s~~Company's financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, ~~“Fair~~"Fair Value Measurements and Disclosures,”" requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, ~~“Financial~~"Financial Instruments,”" defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, ~~“Distinguishing~~"Distinguishing Liabilities from Equity,”" and ASC 815.

As of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014,~~2015, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

The following table sets for the computation of basic and diluted earnings per share for three ~~months~~and six month periods ended ~~September 30, 2014~~December 31, 2015 and ~~2013:~~2014:

							Three month periods ended						Six month periods ended
	September 30, 2014			September 30, 2013			December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Basic and diluted
Net loss	$	(137,691	)	$	(13,157	)	$	(149,366	)	$	(78,632	)	$	(402,724	)	$	(216,323	)

Weighted average number of shares in computing basic and diluted net loss
Net loss per share
Basic		27,924,631			18,505,539		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Diluted		27,924,631			18,505,539		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Net loss per share Basic and diluted	$	(0.005	)	$	(0.001	)
Weighted average number of shares outstanding:
Basic & diluted								58,823,116			31,790,918			58,722,023			29,493,137

The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset.

Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 10 years. No events or changes in circumstances indicate that impairment existed as of ~~September 30, 2014.~~December 31, 2015.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $3,504,729 as of December 31, 2015. The Company also incurred net losses of $402,724 and $216,323 for the six-month periods ended December 31, 2015 and 2014, respectively and had negative working capital for the six-month periods ended December 31, 2015 and 2014. To date, these losses and deficiencies have been financed principally through the loans from related parties and from third parties.

In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors.

Subsequent to the period ended December 31, 2015, the Company entered into an equity line funding agreement with Spider Investments, LLC to sell up to $1,500,000 of our common stock, subject to certain terms and conditions some of which are out of our control, including the (i) filing and obtaining effectiveness of a registration statement registering the issuance of our shares of common stock under the Act to be issued pursuant to the equity line and (ii) certain volume and other trading conditions of our common stock. The Company plans to file the registration statement and to obtain effectiveness thereof as soon as practicable.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance simplifies accounting for share-based payments, most notably by requiring all excess tax benefits and tax deficiencies to be recorded as income tax benefits or expense in the income statement and by allowing entities to recognize forfeitures of awards when they occur. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and may be adopted prospectively or retroactively. The Company is currently evaluating the impact the adoption of this standard would have on its financial condition, results of operations and cash flows.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant effect on its consolidated financial statements.

There ~~have been~~were no other new accounting pronouncements during the ~~three months~~six-month period ended ~~September 30, 2014~~December 31, 2015 that we believe would have a material impact on our financial position or results of operations.

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow.

~~Other assets~~Trade receivables consist principally of accounts receivable from sales to small to medium sized businesses, principally in Australia, Europe and the United States. Trade receivables are recorded at the invoiced amount and net of allowances for doubtful accounts. The allowance for doubtful accounts represents management's estimate of the ~~following~~amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. The assessment includes actually incurred historical data as well as current economic conditions. Account balances are written off against the allowance when management determines the receivable is uncollectible.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the consolidated entity or parent entity will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

Trade receivables that are past their normal payment terms are overdue and once 60 days past due are considered delinquent. Minimum payment terms vary by product. The maximum payment term for all products is 90 days. All trade receivables that are overdue are individually assessed for impairment.

The allowances for doubtful accounts as of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014:~~

~~Other receivable consist of the following as of September 30, 2014~~2015 are $147,870 and ~~June 30, 2014:~~$140,870 respectively.

Intangible assets consist of the following as of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014:~~2015:

							December 31,			June 30,
	September 30, 2014			June 30, 2014			2015			2015
Website	$	68,280		$	74,478		$	60,781		$	60,781
Accumulated amortization		(12,361	)		(11,841	)	$	(19,141	)	$	(15,770	)
	$	55,919		$	62,637		$	41,640		$	45,011

The intangible assets are amortized over 1 to 10 years. Amortization expense was ~~$2,577~~$3,371 and ~~$872~~$4,286 for the ~~three months~~six-month periods ended ~~September 30,~~December 31, 2015 and 2014 respectively Amortization expense was $1,685 and $1,709 for the three-month periods ended December 31, 2015 and 2014 respectively.

~~Amortization for the Company’s intangible assets over the next five years from September 30, 2014 is estimated to be:~~

As of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014,~~2015, trade and other payable are comprised of the following:

					December 31, 2015		June 30, 2015
	September 30, 2014		June 30, 2014
Trade payable	$	327,945	$	340,468	$	371,575	$	463,107
Payroll payable					$	13,561	$	91,018
Payroll taxes					$	109,017	$	-
Employee benefits					$	82,671	$	82,671
Other liabilities		59,051		20,269	$	34,650	$	(3,402	)
	$	386,996	$	360,737	$	611,474	$	633,394

The Company has a trade financing agreement with a financial institution in Australia ~~with a maximum limit of AUD $150,000~~ at an interest rate of 20.95% per annum. The amount is to be paid through application of its EMDG grant and up to 25% of the Company's store sales in Australia. All of the amounts referenced are in Australian dollars. As of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014,~~2015, the Company had outstanding balances of ~~$130,890~~USD $89,950 and ~~$146,202,~~$112,436, respectively.

On August 14, 2014, the Company entered into a ~~new~~ trade finance agreement with an entity in the United States with a total maximum facility of $1,500,000 based on $1,000,000 towards sales invoiced and $500,000 towards purchase order ~~financing at interest rate~~financing. As of ~~2% per month~~December 31, 2015 and ~~7.75% per year,~~June 30, 2015, the Company had an outstanding balance of $559,552 and $646,078, respectively.

On November 20, 2014, the Company entered into a new retail trade finance agreement with an entity in Australia for AUD $75,000 with 100 equal payments of AUD $871.80 daily. As of September 30, ~~2014,~~2015 and June 30, 2015, the Company had outstanding balances of ~~$472,563.~~USD $0 and USD $21,139 (AUD $27,500), respectively.

In November 2013, the company entered into a short term loan arrangement totalling AUD $100,000 with a shareholder of the Company. Terms of the note were interest rate at 15% per annum or .0329% per day due 30 days from the loan date. The short term note was converted into a 30 day callable convertible note in January 2014. Interest expense on the loan was $7,386 during the three months ended September 30, 2014.

In December 2013, the ~~company~~Company entered into a ~~short term~~short-term loan arrangement in the amount of $100,000 with an individual. Terms of the note require interest payment of $5,000 on the repayment date, 30 days after the note date. If not repaid at that time, interest will accrue at the rate of $166 per day until the note is repaid. AsThe outstanding balance as of ~~September~~December 31, 2015 and as of June 30, 2015 was $100,000 and $100,000 respectively. During the six-month periods ended December 31, 2015 and 2014, the ~~note has not been repaid and unpaid~~Company recorded an interest of ~~$12,327 has been accrued.~~$30,046 and $7,386, respectively, on the note. During the three-month periods ended December 31, 2015 and 2014, the Company recorded an interest of $14,940 and $14,772, respectively, on the note.

In ~~January~~May 2014 and July 2014, the Company entered into two convertible loan agreements in the amount of $72,800 each. Interest accrued at the rate of 8% per annum. Loan and accrued interest were due in February 2015 and April 2015. The loans may be converted into common stock of the Company at any time by the election of the lender at a predetermined conversion price. During the quarter ended March 31, 2015, $72,800 was converted into 2,402,141 shares and $20,000 was converted into 943,396 shares. The remaining loan balance plus accrued interest was repaid during the quarter ended March 31, 2015. The outstanding balance as of December 31, 2015 and as of June 30, 2015 was $0.

From May 2014 to September 2015, the Company entered into several convertible loan agreements with a lender aggregating in the amount of $121,500. The notes bear interest at 6% per annum and are due and payable six months from the date of each note. The loans may be converted into common stock at any time by the election of the lender after a period of six months at a predetermined conversion price. The outstanding balance as of December 31, 2015 and as of June 30, 2015 was $131,500 and $121,500 respectively. The Company accrued interest of $3,945 and $0 during the three-month periods ended December 31, 2015 and 2014, respectively. The Company accrued interest of $2,122 and $0 during the three-month periods ended December 31, 2015 and 2014, respectively.

In December 2014, the Company entered into a ~~convertible~~ loan agreement ~~totaling~~in the amount of $10,000 AUD ~~$250,000~~with an individual in Australia. The note was repaid in full in July 2015.

In June 2015, the Company entered into a secured promissory note in the amount of $500,000 with a Delaware statutory trust. The note bears interest at the rate of 18% per annum and is due or before July 1, 2017. The note has various covenants attached including one in which all credit card receipts are to be swept into an account which will fund payments on the note that are not in excess of the minimum quarterly payments required. As a condition of the note, an affiliate of the lender was granted a warrant to purchase 6,000,000 shares of the common stock of Banjo & Matilda, Inc. at a price of $.08 in whole or in part. The outstanding balance as of December 31, 2015, net of related discount, was $415,208. The Company determined that the fair value of the warrants using the Black – Scholes model with the variable listed below:

	·	Volatility: 329%
	·	Risk free rate of return: 0.67%
	·	Expected term: 2.04 years

In connection with the issuance of the above notes, the Company recorded a note discount of $115,274. The Company amortized $28,470 and $0, of the note discount during the six-month periods ended December 31, 2015 and 2014, respectively. The Company amortized $14,235 and $0, of the note discount during the three-month periods ended December 31, 2015 and 2014, respectively. The Company recorded an interest of $36,721 and $0, on the note during the six-month periods ended December 31, 2015 and 2014, respectively. The Company recorded an interest of $14,622 and $0, on the note during the three-month periods ended December 31, 2015 and 2014, respectively.

Subsequent to the period, on February 5, 2016, the Company signed an amendment to the secured promissory note extending the maturity date by one year to July 17, 2018.

The Company had several note agreements with a shareholder ofaggregating to AUD $370,000 plus interest. The notes had interest rates varying from 6% to 15% per annum. In March 2015, the ~~Company.~~outstanding balance and accrued interest was refinanced by a AUD526,272 convertible note. The Convertible Note bears interest at the rate of 9%18% per annum and is due on ~~the first anniversary~~or before April 30, 2017. The interest portion of the ~~date~~note shall be paid weekly starting in April 2015. Principle payments of ~~issuance, January 12, 2015.~~$9,929 AUD weekly are to commence in April 2016. All or any portion of the principal amount of the Convertible Note and all accrued interest is convertible at the option of the holder into common stock of the Company at a conversion price of ~~thirty~~five cents ($~~0.30)~~0.05) per share, ~~provided that if~~subject to various standard provisions. The outstanding balance as of December 31, 2015 and June 30, 2015, net of related discount, was USD $379,591 and $217,855, respectively. The Company determined the ~~Volume Weighted Average Price (VWAP) for~~fair value of the ~~30 days immediately preceding~~convertible note of $80,909 using the ~~receipt~~intrinsic value method. The Company recorded an amortization of ~~a conversion notice is less than sixty cents ($.60) per share,~~ the ~~conversion price shall be reduced to twenty cents ($.20) per share. Interest expense on the loan was $5,145~~debt discount of $7,717 and $0, during the ~~three months~~six-month period ended ~~September 30, 2014.~~

~~In May~~December 31, 2015 and 2014, respectively. The Company recorded an amortization of the debt discount of $3,858 and $0, during the three-month period ended December 31, 2015 and 2014, respectively. During the six-month periods ended December 31, 2015 and 2014, the Company ~~entered into a convertible loan agreement in~~recorded an interest of $34,227 and $0, respectively, on the ~~amount of $72,800 with a corporation in New York. Interest is to accrue at~~note. During the ~~rate of 8% per annum. Loan~~three-month periods ended December 31, 2015 and ~~accrued interest is due in February 2015. The loan may be converted into common stock of the Company at any time by the election of the lender at a predetermined conversion price.~~

~~In June~~ 2014, the Company ~~entered into a loan agreement in~~recorded an interest of $17,049 and $0, respectively, on the amount of AUD$100,000 with a shareholder of the Company. The note bears interest at 6% per month and is due and payable in July 2014. The loan was repaid in the amount of AUD $80,000 and the balance of AUD $20,000 was extended to September 30, 2014.note.

In July 2014 the Company entered into a second convertible loan agreement in the amount of $72,800 with a corporation in New York. Interest is to accrue at the rate of 8% per annum. Loan and accrued interest is due in April 2015. The loan may be converted into common stock of the Company at any time by the election of the lender at a predetermined conversion price.

The Company has liabilities payable in the amount of ~~$74,700~~$143,422 and ~~$123,082~~$217,855 to shareholders and officers of the Company as of ~~September 30, 2014~~December 31, 2015 and June 30, ~~2014,~~2015, respectively. ~~Interest expense~~The note bears interest at the rate of 3% per annum and was due on ~~these~~or before June 30, 2014. The outstanding balance, including accrued interest, may be converted into common shares of Banjo & Matilda, Inc. at a pre-determined rate. The Company has granted the Lenders a security interest in the intellectual property of the Borrower.

Year ending December 31,	Loan 1		Loan 2		Loan 3		Loan 4		Loan 5		Total
2016	$	100,000	$	131,806	$	9,107	$	274,786	$	143,422	$	659,121
2017	$	-	$	-	$	490,893	$	129,759	$	-	$	620,652
	$	100,000	$	131,806	$	500,000	$	404,545	$	143,422	$	1,279,773

The Company leases commercial space in Sydney, Australia that serves as its flagship as well as a retail store. We lease approximately 2,500 square feet of space pursuant to a three-year lease agreement which expired in October 2014. After expiration, the lease converted to a month-to-month basis. The annual rent for the ~~three months~~premises is AUD $57,200.

The Company also leases space on an as needed basis in Santa Monica, California that serves as its corporate headquarters.

For the six-month periods ended ~~September 30,~~December 31, 2015 and 2014 the aggregate rental expense was $36,715 and ~~June 30,~~$24,637, respectively. For the three-month periods ended December 31, 2015 and 2014 the aggregate rental expense was $0$23,350 and ~~$2,610,~~$11,398, respectively.

~~Preferred Stock~~Based on the available information and other factors, management believes it is more likely than not that the net deferred tax assets at, December 31, 2015 and June 30, 2015 will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets at, December 31, 2015 and June 30, 2015. At December 31, 2015 and June 30, 2015, the Company had federal net operating loss carry-forwards of approximately $3,340,000 and $2,555,000, respectively, expiring beginning in 2032.

Pursuant to an Employment Agreement (the “Agreement”) with the Chief Executive Officer on November 15, 2013, The Company issued 1,000,000 undesignated shares of Preferred Stock each having a par value of $0.00001. The preferred shares shall be entitled to 100 votes to every one share of common stock. The Preferred Shares shall only valid during the term of this Agreement. At the endDeferred tax assets consist of the Agreement, November 15, 2016, the shares shall be cancelled and returned to Treasury and the Executive shall have no preferential voting rights. If this Agreement is renewed the preferred shares remain the Executives.following components:

~~Common Stock~~

	December 31,			June 30,
	2015			2015
Net loss carryforward	$	1,030,000		$	767,000
Valuation allowance	$	(1,030,000	)	$	(767,000	)
Total deferred tax assets	$	-		$	-

~~Pursuant to the Exchange Agreement on November 14, 2013, the Company issued 18,505,539 Common Stock, par value $0.00001 per share for the acquisition of Banjo & Matilda, Pty Ltd.~~Note 10 – STOCKHOLDERS' EQUITY

~~On November 22, 2013, the Company agreed to issue 250,000 shares of the Company stock for $50,000 or $0.20 per share to an individual investor.~~

~~On November 27, 2013, the Company agreed to issue 250,000 shares of the Company stock for $50,000 or $0.20 per share to an individual investor.~~

~~On December 2, 2013, the Company agreed to issue 100,000 shares of the Company stock for $20,000 or $0.20 per share to an individual investor.~~

~~On January 9, 2014, the Company agreed to issue 250,000 shares of the Company stock for $50,000 or $0.20 per share to a corporate investor.~~

~~On January 10, 2014, the Company agreed to issue 125,000 shares of the Company stock for $25,000 or $0.20 per share to a corporate investor.~~

~~On May 29, 2014, the Company agreed to issue 250,000 shares of the Company stock for $50,000 or $0.20 per share to a corporate investor.~~

~~On June 4, 2014, the Company agreed to issue 225,000 shares of the Company stock for $45,000 or $0.20 per share to a corporate investor.~~Common Stock

On July 24, 2014, the Company agreed to issue 55,200 shares of the Company stock for $13,800 or $0.25 per share to an individual investor.

On ~~September 9,~~October 28, 2014, the Company agreed to issue ~~94,850~~5,833,333 shares of the Company stock to the original shareholders of Banjo & Matilda Pty Ltd related to the merger and reorganization based on the original agreement.

On October 28, 2014, the Company agreed to issue 92,593 shares of common stock to an individual for ~~$18,870~~compensation from Banjo Australia. The shares were valued at $15,339 or ~~$0.20~~approximately $0.17 per share.

On November 3, 2014, the Company issued 25,000 shares of common stock to an individual in exchange for interest expense. The shares were valued at $5,000 or $.25 per share.

During the quarter ended March 31, 2015, the Company agreed to convert $92,800 of convertible debt for 3,345,537 shares of common stock at prices from $0.02 to $0.0901 per share to a corporate investor.

~~Note 10 – INCOME TAX~~During the quarter ended March 31, 2015, the Company agreed to issue 400,000 shares of the Company stock for $60,000 or $0.15 per share to a company for consulting services. The terms of the service agreement is from January 1, 2015 to June 1, 2015. As of June 30, 2015, the Company recognized consulting expense of $60,000.

~~The following is a reconciliation~~During the first and second quarter of 2015, the Company agreed to issue 21,039,970 shares of the ~~provision~~Company stock for ~~income taxes~~$450,799 or approximately $0.02 per share to five investors.

During the fiscal year ended June 30, 2015, the Company voided 475,000 shares of the Company stock for the value of $95,000. The shares were originally considered converted from debt when they were in fact not converted. The debt is still outstanding.

During the six-month period ended December 31, 2015, the Company issued 500,000 shares of the Company’s common stock for settlement of an outstanding vendor balance amounting to USD $27,123.

During the six-month period ended December 31, 2015, the Company paid $14,076 as ~~the US federal income tax rate~~compensation to the ~~income taxes reflected in the Statements of Operations and Comprehensive Loss for the three months ended September 30, 2014 and 2013, respectively:~~

~~Reconciliation~~mother of the ~~differences between~~CEO. During the ~~statutory U.S. Federal income tax rate and~~six-month period ended December 31, 2015, the ~~effective rate is as follows:~~ Company accrued interest of $14,149 on a loan owed to the CEO of the Company.

~~Management has evaluated events subsequent through~~Subsequent to the period ended December 31, 2015, on November ~~17, 2014~~2, 2016, the Company entered into a merchant agreement with a capital funding group for ~~transactions~~$47,250. Pursuant to the agreement, the Company cannot obtain future financing by selling receivables without consent from the lender. The Merchant holds a security interest in all accounts and ~~other events that may require adjustment of and/or disclosure in such financial statements. We have nothing to report in this regard.~~proceeds.

Subsequent to the period ended December 31, 2015, on November 3, 2016, the Company entered into a payments rights purchase and sale agreement for $72,500.

Subsequent to the period, on February 5, 2016, The Company signed an amendment to the secured promissory note of $500,000, extending the maturity date by one year to July 17, 2018. The amendment changed the terms of the credit card receipts used to fund payments required by the note. The amendment also cancelled the warrants to purchase 6,000,000 shares at a price of $0.08. New warrants were granted to purchase 6,000,000 shares at $0.05 per share and to purchase 2,000,000 shares at $0.02 per share. The Company determined the fair value of the warrants using the Black – Scholes model and recorded the additional value of $87,553 for the modified warrants. The variables used for the Black –Scholes model are as listed below:

	·	Volatility: 123%
	·	Risk free rate of return: 1.26%
	·	Expected term: 5 years

Subsequent to the period, on October 27, 2015, the Company entered into a convertible loan agreement in the amount of $41,000 with a lender with whom they have several other loans. The note bears interest at 6% per annum and is due and payable in six months. The loan may be converted into common stock at any time by the election of the lender after a period of six months at a predetermined conversion price.

Subsequent to the period, on November 29, 2016, the Company entered into a consignment agreement. It is a platform for funding advance inventory production. This facility allowed the Company to fund manufacturing with a consignment facility which pegs repayment to the sales of inventory.

Subsequent to the period ended December 31, 2015, the Company entered into an equity line funding agreement with Spider Investments, LLC to sell up to $1,500,000 of our common stock, subject to certain terms and conditions some of which are out of our control, including the (i) filing and obtaining effectiveness of a registration statement registering the issuance of our shares of common stock under the Act to be issued pursuant to the equity line and (ii) certain volume and other trading conditions of our common stock. The Company plans to file the registration statement within 30 days from the date hereof and to obtain effectiveness thereof as soon as practicable.

The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited financial statements and the related notes included elsewhere in this report and with the financial statements and notes thereto ~~for and as at the year ended June 30, 2014~~ included in the Company’s most recent Annual Report on Form ~~10-K filed on October 14, 2014.~~10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements.

On November 14, 2013, we, then known as Banjo & Matilda, Inc., a Nevada corporation, consummated a Share Exchange Agreement (the “Share Exchange”) with Banjo & Matilda Pty Ltd, a corporation organized under the laws of Australia (“Banjo & Matilda”) and the shareholders of Banjo & Matilda (“B&M Shareholders”). Pursuant to the Exchange Agreement, we acquired 100% of the issued and outstanding capital stock of Banjo & Matilda, making it our wholly-owned subsidiary.

The Share Exchange was accounted for as a recapitalization of Banjo & Matilda effected by a share exchange, where Banjo & Matilda is considered the acquirer for accounting and financial reporting purposes. Consequently, the historical consolidated financial statements of Bano & Matilda, the Australian entity, are now the historical financial statements of Banjo & Matilda, Inc., the reporting company. The net assets and liabilities of Banjo & Matilda, Inc., as of the date of the consummation of the Share Exchange were brought forward at their book value and no goodwill was recognized. Unless the context otherwise requires, references herein to “we,” “us, “our company” and the like, for periods prior to the consummation of the Share Exchange should be understood to be references to Banjo & Matilda, the Australian entity and, from and after the consummation of the Share Exchange to the ongoing reporting company and its subsidiaries.

Founded in 2008 by Sydney designer Belinda Storelli Macpherson and her husband, Ben Macpherson, Banjo & Matilda designs, manufactures, sells and distributes premium contemporary luxury knitwear. Our products principally consist of cashmere products targeted at the premium contemporary knitwear category. Knitwear represents approximately 30% of all apparel sales in the Northern Hemisphere, and there are very few knitwear only brands. By focusing exclusively on this market our company will have a large global sales opportunity.

We do not own any manufacturing facilities and rely upon third party contract manufacturers, mainly in China, to produce our products. Our products are distributed and sold through our website, www.banjoandmatilda.com,, augmented by e-media campaigns and advertising; through our own branded store, and through wholesalers to major department stores and independent retailers. Our brand has experienced strong and consistent year-on-year revenue growth.

Our revenues are largely determined by the volume of products we sell and our ability to sell these products timely and at full, as opposed to discounted prices. Our cost of sales is largely determined by the price we pay to have our products manufactured, which, in turn, is determined by the quality of the fabrics used in our products and the intricacies of the manufacturing process. In addition to our cost of sales, our profitability is determined by such corporate and overhead items as marketing, payroll, administration and occupancy expenses, and the cost of financing used to increase our sales..

The following discussion of the results of operations constitutes management’s view of the factors that affected the financial and operating performance for the ~~three~~six months ended ~~September 30, 2014~~December 31, 2015 and ~~2013.~~2014. This discussion should be read in conjunction with the financial statements and notes thereto contained elsewhere in this report. The Company has a June 30 fiscal year end.

~~The~~During the six-month period ended December 31, 2015, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US$ on the date of settlement and the exchange gains and losses were recorded in the statement of operations. No change was recorded in the comprehensive income (loss). During the three-month period ended September 30, 2014, the accounts of ~~Banjo & Matilda are~~the Company were maintained, and its ~~consolidated~~ financial statements ~~are~~were expressed, in ~~Australian dollars.~~AUD. Such financial statements were translated into ~~United States Dollars~~USD with the ~~Australian Dollar~~AUD as the functional ~~currency to prepare the consolidated financial statements included in this Report.~~currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, ~~stockholders’~~stockholder's equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the ~~consolidated~~ statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of ~~stockholders’ deficit.~~shareholders' equity. There were no significant fluctuations in the exchange rate for the conversion of AUD to USD after the balance sheet date.

After a strategic review of the Company’s operating performance and long term strategy in June 2015, management decided to exit from the Company’s wholesale sales channel and business in favor of pursuing a higher value and longer term growth, direct to consumer digital vertical brand business model. In September 2015, the Company began to exit from its wholesale sales channel in-line with this strategy. As a digital vertical brand (DVB), the Company can generate higher gross margins by selling directly to consumers online by not having to accommodate the retailer wholesale mark-up. This additional gross margin from eliminating lower margin wholesale sales allows the Company to improve its overall operating margins and have greater flexibility and control over its retail pricing for its products, improving the customer value proposition and brand adoption. The Company can also build a more sustainable and higher growth revenue stream, and at the same time reduce operating overheads by eliminating fixed and variable expenses associated with operating a wholesale business model, among other significant benefits associated with a digitally centric business model. In addition, DVB’s are generally considered superior in value to traditional wholesale focused brands. Typical recent private investment valuations of DVB’s have been transacted at a valuation of 3-4 x annual sales versus less than 1 x annual sales for traditional brands (1). By pursuing a DVB strategy, the Company’s sales will temporarily reduce during the remainder of 2016 and 2017 due to the elimination of low-margin wholesale sales. While there will be been a short-term reduction in sales, the Company believes the superior DVB business model will generate and sustain greater value for shareholders moving forward.

Because of the business model improvements, the Company generated revenue of $732,063 during the three-months ended December 31, 2015 compared to $1,038,418 for the same period during the prior fiscal year, and $1,612,367 during the six-months ended December 31, 2015 compared to $1,785,181 for the same period during the prior fiscal year, primarily because of the wind down and reduction of wholesale sales during the September to December 2015 period.

~~While revenues grew by 29% this quarter, the full impact of adding additional wholesale accounts is not yet fully reflected in our sales. Revenues are set~~Gross profit decreased to continue to increase through the next quarter. While the company has increased revenues, gross profit and gross margins, the company is still recording a loss while it is increasing resources to grow and achieve critical mass and profitability. We are focused on product development including range planning, product designs, and quality. We are also focused on honing our brand to make it even more relevant, particularly in the North American market. At the same time we have been focused on improving systems and operations to provide the platform to scale and leverage the brand and products. Through the balance of the year we will continue to remain focused on our product, brand and operational developments, however we will also now begin to focus on our liquidity and capital resources to enable us to unlock the brands potential through product expansion, marketing and recruiting additional senior talent to the team.

~~Revenue continued to increase~~$214,911 during the quarter as new wholesale accounts were added and previously secured wholesale accounts impacted revenue. Online and retail sales increased as brand awareness, web site visitors and repeat customer transactions grew.

~~Revenue increased 29% to $746,763~~three-months ended December 31, 2015 compared to ~~the same period prior year mostly driven by increases in wholesale sales and online e-commerce sales.~~

Online sales through our e-commerce websites increased 50%, in line with the growth of the brand and the availability and awareness of the brand through additional retail outlets. The increased revenue is a result of traffic increasing 100% from the prior year, transaction volume increasing 34%, and, Average Order Value (AOV) increasing 18%. Online sales were 26% of total sales compared with 23%$456,419 for the same period ~~prior year.~~

~~Wholesale sales increased 41% over~~during the prior fiscal year, ~~as a result of~~and $523,408 for the ~~increased number of retailers selling our products. Wholesale retail outlet "Doors" increased 1028% to 203~~six-months ended December 31, 2016 from ~~18 at the end of September 2013. Wholesale sales were 63% of total sales compared to 61% on the prior year.~~

~~Like-for-like retail sales continued to increase by 32% compared to the same quarter~~$791,449 in the prior year. Overall retail sales decreased (4%) as the company decreased the level of clearance sales activity during the quarter compared to the same quarter last year. Retail sales were 11% of total sales compared to 16% in the prior year.

See chart of Last Twelve Months revenue build up (LTM) from December 2011 to September 2014 by country for wholesale, and by online e-commerce and retail sales channels (expressed in AUD before USD conversion).

~~Gross Profit increased 44% to $335,030 from $186,921 for~~ the same period in the prior fiscal year. ~~The increase in gross profit primarily reflects the increase in revenues and improved gross margins.~~

~~Gross Margins improved~~The Company began to ~~45% compared~~wind down its wholesale operations in September 2015 and, because of this, wholesale related expenses also began to 35% for the same period prior year. Wholesale margins improved to 44% from 35% as a result of a continuing focus on margin expansion from product and merchandising selection and reducing manufacturing and supply chain costs. Online margins improved to 48% from 43% compared to the same period prior year mainly as a result of lower clearance sales activity. Retail store margins increased to 74% as an unusually high proportion of higher margin products were sold in addition to limited clearance sale activity.

Cost of sales as a percentage of revenues decreased to 55% compared to 65% for the same period prior year as a result of an increased focus on margin improvement, lowering supply chain costs and improving overall efficiency and planning.

decrease. SG&A consisting of payroll, selling, marketing and design, e-commerce, retail overhead expenses, administrative (including public Company costs) and occupancy ~~increased 61% over the prior year as the company added resources~~decreased to ~~support the current and projected growth of the business.~~

Selling, marketing and design increased to $105,792 from $20,940 in the same period prior year, and represented 36% of the increased SG&A expense as we expanded our distribution, increased product development and increased our e-commerce marketing programs.

~~Payroll and related expenses increased to $172,404 from $82,237~~$337,931 for the ~~same period prior year, as corporate salaries were accrued for our Chief Executive Officer and Chief Creative Officer and the Company continues~~three-months to ~~add more staff and resources to support each area of the business.~~

~~General administrative and operating expenses increased to $43,485 from $32,652~~December 31, 2015 compared to ~~the same period prior year mainly as a result of additional warehousing costs in-line with increased distribution and travel.~~

As a public company corporate costs now include public company related expenses including legal, accounting, auditing and exchange listing expenses. As a result corporate costs have increased to $36,539 from $0 in the comparable prior period.

~~Financing costs increased to 11% of revenue compared to 10%~~$433,541 for the same period the prior fiscal year, and $749,645 for the six-months ended December 31, 2015 compared to $819,332 for the same period the prior fiscal year. Financing costs decreased to $12,299 in the three-month period ended December 31, 2015 from $52,872 for the same period the prior fiscal year, and $27,680 for the six-months ended December 31, 2016 compared to $93,623 for the same period the prior fiscal year.

The Company recorded an EBITDA loss of $67,017 for the three-months to December 31 2015 compared to $26,974 for the same period the prior fiscal year, and a net loss of $215,377 for the three-months ending December 31 2015 compared to $78,632 for the same period the prior fiscal year. The ~~increase~~Company recorded an EBITDA loss of $249,360 for the six-month period ended December 31, 2015, compared with an EBITDA loss of $115,217 for the same period the prior fiscal year, and a net loss of $402,724 for the six-month period ended December 31, 2015, compared with a net loss of $216,323 for the same period the prior fiscal year.

Management is pleased with the overall progress of the business, and while small, believe that the business can grow sales significantly and generate high gross and net margins. With fresh equity funding from the Equity Line arrangement signed in ~~funding costs relates~~February 2017, Management will invest in product development, customer acquisition and marketing, and personnel to ~~increase facility costs,~~grow sales and ~~not increasing the size of funding in proportion~~continue to ~~sales.~~improve gross margins and operating performance during 2017.

(1) Note: Based on data obtained from PitchBook and Crunchbase as well as Management discussions with other DVB’s

We had a working capital deficit of $1,377,857 at December 31, 2015. We will continue to borrow to acquire inventory and fund sales. The rates at which we can acquire funds will directly impact our ability to operate profitably and generate positive cash flow. In addition to relying upon debt, we will seek to raise equity to support our efforts to grow. There is no assurance that debt or equity financing will be available to us on acceptable terms, if at all, and, in all events, the sale of equity or instruments convertible into equity will dilute the interests of our current shareholders. Future equity financings may be dilutive to our stockholders. Alternative forms of future financings may include preferences or rights superior to our common stock. Debt financings may involve a pledge of assets and will rank senior to our common stock. We have historically financed our operations through best-efforts private equity and debt financings. We do not have any credit or equity facilities available with financial institutions, stockholders or third party investors, and will continue to rely on best efforts financings. The failure to raise sufficient capital could cause us to cease operations.

~~During~~Subsequent to the ~~three months~~period ended ~~September 30, 2014 we secured a trade finance~~December 31, 2015, the Company entered into an equity line funding agreement with ~~an entity in~~Spider Investments, LLC to sell up to $1,500,000 of our common stock, subject to certain terms and conditions some of which are out of our control, including the ~~United States with~~(i) filing and obtaining effectiveness of a ~~total maximum facility~~registration statement registering the issuance of ~~$1,500,000 based on $1,000,000 towards sales invoiced~~our shares of common stock under the Act to be issued pursuant to the equity line and ~~$500,000 towards purchase order. This will provide capital~~(ii) certain volume and other trading conditions of our common stock. The Company plans to ~~fund higher manufacturing levels~~file the registration statement within 30 days from the date hereof and to ~~support retail and online sales,~~obtain effectiveness thereof as ~~well~~soon as ~~funding new orders from wholesale customers.~~

During the ~~three~~six months ended ~~September 30, 2014,~~December 31, 2015, we used ~~approximately $372,094~~$43,982 of net cash in our operating ~~activities. This reflects our~~activities compared with $262,745 of net ~~loss from continuing operations of $137,692 and the use of cash to increase our trade receivables and inventory which grew by $67,684 and $259,528, respectively.~~

During the three months ended September 30, 2013, we used approximately $342,934 of cash in our operating activities. This reflects our net loss from continuing operations of $13,157 and by increases in our trade receivable and inventory of $155,084 and $67,857, respectively, and a decrease in our trade payable of $134,587.

~~During the three months ended September 30, 2014,~~ cash used in ~~investing activities of $2,873 to purchase fixed assets.~~

the six-month period ended December 31, 2014. During the ~~three~~six months ended ~~September 30, 2013,~~December 31, 2015, cash used in ~~investing~~financing activities was $202,067, compared with $243,274 of ~~$2,577 to purchase fixed assets.~~

~~During the three months ended September 30, 2014,~~ cash provided by financing activities ~~of $354,220 primarily reflects proceeds from issuances of common stock~~ for ~~$32,770, increases in trade financing of $372,529 and proceeds from convertible loans of $72,800.~~the six months ended December 31, 2014.

~~During the three months ended September 30, 2013, cash provided by financing activities of $334,387 primarily reflects increase in loans of $337,771 from related party.~~

We maintain ~~"disclosure~~“disclosure controls and procedures,"” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the ~~"Exchange Act"~~“Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

At the end of the period covered by this report we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Brendan Macpherson, of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation included an evaluation of our financial controls. Since our Chief Executive Officer also serves as our Chief Financial Officer and we do not have financial and accounting personnel thoroughly familiar with U.S. GAAP and U.S. securities laws and regulations, we have a deficiency in our financial controls. This deficiency in our financial controls and procedures constitutes a deficiency in our disclosure controls and procedures in that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This deficiency will not be considered remediated until we hire accounting personnel with the requisite knowledge and experience concerning U.S. GAAP and the U.S. securities laws.

There have been no changes in the Company’s internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Our business is subject to numerous risks and uncertainties including but not limited to those discussed in ~~"Risk Factors"~~“Risk Factors” in our Annual Report on Form ~~10-K, filed with the Securities and Exchange Commission on October 14, 2014 which are incorporated by reference into this report.~~10-K.

~~On July 24, 2014, the Company agreed to issue 55,200 shares of the Company stock for $13,800 or $0.25 per share to an individual investor.~~None.

~~On September 9, 2014, the Company agreed to issue 94,850 shares of the Company stock for $18,870 or $0.20 per share to a corporate investor.~~Item 3. Defaults Upon Senior Securities

~~The securities described above were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act.~~None.

101.INS*101.INS		XBRL Instance Document

101.SCH*101.SCH		XBRL Taxonomy Extension Schema

101.CAL*101.CAL		XBRL Taxonomy Extension Calculation

101.DEF*101.DEF		XBRL Taxonomy Extension Definition

101.LAB*101.LAB		XBRL Taxonomy Extension Label

101.PRE*101.PRE		XBRL Taxonomy Extension Presentation

* In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BANJO & MATILDA, INC.

~~November 19, 2014~~Date: March 3, 2017	By:	/s/ Brendan Macpherson
		Brendan Macpherson Chief Executive Officer and Chief Financial Officer (Principal Executive and Financial Officer)

			Page


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

~~PART I –~~ ~~FINANCIAL INFORMATION~~			4		3

PART I – FINANCIAL INFORMATION

Item 1.	Financial statements			4
	CONDENSED CONSOLIDATED BALANCE SHEETS			5F-1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS			6F-2
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS			7F-3
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	8
	F-4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			165
Item 3.	Quantitative and Qualitative Disclosures about Market Risk			227
Item 4.	Controls and Procedures			227

PART II – OTHER INFORMATION		23

~~Item 1A.~~		~~Risk Factors~~	23
Item 2.1.	Legal Proceedings			8
Item 1A.	Risk Factors			8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			238
Item 6.3.	~~Exhibits~~Defaults Upon Senior Securities			248
Item 4.	Mine Safety Disclosures			8
Item 5.	Other Information			8
Item 6.	Exhibits			9

SIGNATURES				2510

Condensed Consolidated Balance Sheets	5	F-1

Condensed Consolidated Statements of Operations and Comprehensive Loss		6	F-2

Condensed Consolidated Statements of Cash Flows		7	F-3

Notes to Condensed Consolidated Financial Statements		8	F-4

	September 30,			June 30,
	2014			2014
ASSETS	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	11,429		$	33,367
Trade receivables, net		372,403			333,174
Inventory		828,367			630,235
Other assets		4,712			8,212
TOTAL CURRENT ASSETS		1,216,911			1,004,988

NON-CURRENT ASSETS
Intangible assets, net		55,919			62,637
Other receivable		125,906			128,228
Fixed assets, net		11,200			10,225
TOTAL NON-CURRENT ASSETS		193,025			201,090

TOTAL ASSETS	$	1,409,936		$	1,206,078

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Trade and other payables	$	386,996		$	360,737
Deposit payable		31,021			2,547
Trade financing		603,453			267,637
Accrued interest		19,391			13,035
Loans payable		609,118			643,440
TOTAL CURRENT LIABILITIES		1,649,979			1,287,396

NON-CURRENT LIABILITIES
Payable to related parties		74,700			123,082
TOTAL NON-CURRENT LIABILITIES		74,700			123,082

TOTAL LIABILITIES		1,724,679			1,410,478

STOCKHOLDERS' DEFICIT
Preferred stock, $0.00001 par value, 100,000,000 shares authorized and 1,000,000 shares issued and outstanding, respectively		10			10
Common stock, $0.00001 par value, 100,000,000 shares authorized and 28,036,534 and 27,886,484 shares issued and outstanding, respectively		281			279
Additional paid in capital		869,043			836,273
Other accumulated comprehensive gain		50,897			56,321
Accumulated deficit		(1,234,974	)		(1,097,283	)
TOTAL STOCKHOLDERS' DEFICIT		(314,743	)		(204,400	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,409,936		$	1,206,078

	September 30, 2014			September 30, 2013

Net loss	$	(137,691	)	$	(13,157	)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization		3,269			3,231

(Increase) / decrease in assets:
Trade receivables		(67,684	)		(155,084	)
Inventory		(259,528	)		(67,857	)
Other assets		3,071			(27,289	)
Other receivable		(7,565	)		39,743
Increase/ (decrease) in current liabilities:
Trade payables and other liabilities		56,078			(134,587	)
Accrued interest		7,543			-
Deposits payable		30,413			12,066
Net cash used in operating activities		(372,094	)		(342,934	)

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed assets		(2,873	)		(2,577	)
Net cash used in investing activities		(2,873	)		(2,577	)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		-			3,034
Proceeds from issuance of stock		32,770			-
Net Trade financing		372,529			-
Proceeds from convertible loan		72,800			-
Related party loan, net		(54,843	)		333,711
Repayment on loan payable		(69,036	)		(2,358	)
Net cash provided by financing activities		354,220			334,387

Effect of exchange rate changes on cash and cash equivalents		(1,191	)		20

Net decrease in cash and cash equivalents		(21,938	)		(11,104	)

Cash and cash equivalents at the beginning of the period		33,367			11,104

Cash and cash equivalents at the end of the period	$	11,429		$	-

SUPPLEMENTAL DISCLOSURES:

Cash paid during the year for:
Income tax payments	$	-		$	-
Interest payments	$	46,769		$	20,522

	September 30, 2014		June 30, 2014

Work in progress	$	196,645	$	132,821
Finished goods		627,414		489,833
Raw materials		4,308		7,581
	$	828,367	$	630,235

	September 30, 2014		June 30, 2014

Prepaid and other assets	$	4,712	$	8,212
	$	4,712	$	8,212

	September 30, 2014		June 30, 2014

Development grant	$	125,906	$	128,228
	$	125,906	$	128,228

September 30,
2015	$	10,308
2016		10,308
2017		10,308
2018		10,308
2019		10,308
Thereafter		4,379
	$	55,919

	2014			2013

US statutory tax rate (benefit)		34			34		%
Tax rate difference		(4	)		(4	)	%
Net operating loss		(30	)		(30	)	%
Tax expense at actual rate		-			-		%

·	~~Total Revenue increased 29% to $746,763 compared to the same period in the prior year.~~
·	~~E-commerce sales increased 50% to $192,374, and wholesale sales increased 41% to 472,886 compared to the same period in the prior year.~~
·	~~Gross Margin improved to 45% from 35% compared to the same period prior year.~~
·	~~EBITDA was ($47,493) compared to $41,608 for the same period prior year.~~
·	~~Financing costs and Amortization increased to 12% of sales compared to 10% for the same period prior year.~~
·	~~Net loss of ($137,692) compared to ($13,157) for the same quarter prior year.~~

·	Retail Outlets (“Doors”) as at September 30, 2014 increased 1028% to 203 as of September 30, 2014 from 18 at the end of September 2013 as key premium department store and specialty retailers continue to adopt the brand and expand to additional stores within the same company. 30 new major and independent accounts were secured during the quarter.
·	~~Online traffic increased to 82,000 visits, up 100% from prior year, transaction volume increased 34%, and, Average Order Value (AOV) increased 18%~~
·	~~A Hong Kong Distribution Centre was established which has helped secure reductions in courier & freight costs~~
·	~~A senior production manager was appointed with more than 25 years knitwear manufacturing experience to improve the company’s manufacturing capabilities~~
·	~~Additional personnel were hired to support current and projected growth~~
·	~~A US trade finance facility was secured to finance the company’s growing order book~~
·	~~A “Pop Up” store in Melbourne Australia was opened, which was successful and provides impetus to open two dedicated stores in 2015 in Melbourne, Australia and Los Angeles, United States.~~

	September 30, 2014			September 30, 2013			Dollar increase / (decrease)			Percentage increase / (decrease)

Revenue	$	746,763		$	529,214		$	217,549			29	%
Cost of sales		411,733			342,293		$	754,026			183	%
Gross profit		335,030			186,921		$	148,109			44	%
		45	%		35	%
Bad debt expenses		11,063			-		$	11,063			100	%
Payroll and employee related expenses		172,404			82,237		$	90,167			52	%
Administration expense		43,485			32,652		$	10,833			25	%
Marketing expense		105,792			20,940		$	84,852			80	%
Occupancy expenses		13,239			9,484		$	3,755			28	%
Depreciation and amortisation expense		3,269			3,231		$	38			1	%
Corporate and public company expense		36,539			-		$	36,539			100	%
		385,791			148,544		$	237,247			61	%
(Loss) income from operations		(50,761	)		38,377		$	(89,138	)		176	%
Other income
Finance costs		(86,930	)		(51,534	)	$	(35,396	)		41	%
Total other expense		(86,930	)		(51,534	)	$	(35,396	)		41	%

Net (loss) income	$	(137,691	)	$	(13,157	)	$	(124,534	)		90	%

	September 30, 2014			September 30, 2013
Net cash (used) in operating activities	$	(372,094	)	$	(342,934	)
Net cash (used) in investing activities	$	(2,873	)	$	(2,577	)
Net cash provided by financing activities	$	354,220		$	334,387

Exhibit Number		Document
~~10.13~~		~~Trade Facility between Sallyport Commercial Finance LLC and Banjo & Matilda (USA) Inc. dated August 15, 2014, together with Addendum..~~

~~10.14~~31.1		~~Guaranty by Banjo & Matilda, Pty Ltd. dated August 15, 2014.~~

~~10.15~~		~~Guaranty by Belinda Storelli dated August 15, 2014.~~

~~31.1~~		Certifications of the principal executive officer and principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications of the principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.