UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2015September 30, 2017

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

For the transition period from __________ to __________.

Commission File Number: 000-54277

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)

1221 2^nd Street #300

Santa Monica CA 90401

(Address of principal executive offices and zip code)

(855) 245-1613 724 769 3091

(Registrant’s telephone number, including area code)

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 ox No xo

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)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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 December 31, 2016,June 17, 2019, the Registrant had outstanding 58,823,11669,584,149 shares of common stock.

BANJO & MATILDA, INC.

FORM 10-Q

TABLE OF CONTENTS

			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS				3
PART I – FINANCIAL INFORMATION
Item 1.	Financial statements			4
	CONSOLIDATED BALANCE SHEETS			F-1
	CONSOLIDATED STATEMENTS OF OPERATIONS			F-2
	4CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS			F-3
	CONDENSED CONSOLIDATED BALANCE SHEETS			F-1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS			F-2
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS			F-3
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			F-4
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS			F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			5
Item 3.	Quantitative and Qualitative Disclosures about Market Risk			7
Item 4.	Controls and Procedures			7
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings			9	8
Item 1A.	Risk Factors			9	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			9	8
Item 3.	Defaults Upon Senior Securities			9	8
Item 4.	Mine Safety Disclosures			9	8
Item 5.	Other Information			9	8
Item 6.	Exhibits			910
SIGNATURES				1011

 

2

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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.

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.

3

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

BANJO & MATILDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015SEPTEMBER 30, 2017

(UNAUDITED)

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets			F-1
Consolidated Statements of Operations			F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss			F-2 F-3
Condensed Consolidated Statements of Cash Flows			F-3F-4
Notes to Condensed Consolidated Financial Statements			F-4F-5

4

Table of Contents

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

BANJO & MATILDA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2017 AND JUNE 30, 2017

		September 30,				June 30,
		2017				2017
		(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	7,325			$	4,491
Trade receivables, net			1,464				-
Inventory, net			-				18,443
TOTAL CURRENT ASSETS			8,789				22,934
NON-CURRENT ASSETS
Property, plant and equipment, net			6,975				7,529
TOTAL NON-CURRENT ASSETS			6,975				7,529
TOTAL ASSETS		$	15,764			$	30,463
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Trade and other payables		$	1,289,524			$	1,178,978
Deposit payable			4,621				4,621
Trade financing			364,151				367,588
Accrued interest			616,682				523,257
Loans payable (net of related discount)			647,246				630,786
Loan from related parties			170,626				170,626
Convertible loan from related parties (net of related discount)			387,328				387,328
TOTAL CURRENT LIABILITIES			3,480,178				3,263,184
TOTAL LIABILITIES			3,480,178				3,263,184
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 69,584,149 and 58,823,116 shares issued and outstanding, respectively			695				695
Additional paid in capital			1,951,295				1,951,295
Other accumulated comprehensive gain			100,007				100,007
Accumulated deficit			(5,516,421	)			(5,284,728	)
TOTAL STOCKHOLDERS' DEFICIT			(3,464,414	)			(3,232,721	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	15,764			$	30,463

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

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Table of Contents

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

BANJO & MATILDA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

		September 30, 2017				September 30, 2016
Revenue		$	79,779			$	200,927
Cost of sales			19,699				46,944
Gross profit			60,080				153,983
Payroll and employee related expenses			133,029				122,483
Operating expense			8,829				20,104
Marketing expense			5,143				17,781
Selling expense			7,047				31,478
Samples and design expense			-				1,706
Occupancy expenses			6,348				14,597
Depreciation and amortization expense			554				2,662
Finance Charges			11,351				8,808
Corporate and public company expense			19,359				7,422
Total operating expenses			191,660				227,041
Loss from operations			(131,580	)			(73,058	)
Other Income (Expense)
Other income			(882	)			687
Amortization of debt discount			(12,534	)			(16,392	)
Interest expense			(86,697	)			(68,175	)
Total Other Expense			(100,113	)			(83,880	)
Loss before income tax			(231,693	)			(156,938	)
Provision for income taxes			-				-
Net loss		$	(231,693	)		$	(156,938	)
Net loss per share
Basic		$	(0.00	)		$	(0.00	)
Diluted		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding:
Basic			69,584,149				58,823,116
Diluted			69,584,149				58,823,116

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

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Table of Contents

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

BANJO & MATILDA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

		September 30, 2017				September 30, 2016
Net loss		$	(231,693	)		$	(156,938	)
Other comprehensive income
Foreign currency translation			-				-
Total other comprehensive income			-				-
Comprehensive loss		$	(231,693	)		$	(156,938	)

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

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Table of Contents

BANJO & MATILDA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND 2016

(UNAUDITED)

		September 30, 2017				September 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(231,693	)		$	(156,938	)
Adjustments to reconcile net loss to net cash (used in) provided by  operating activities:
Depreciation			554				976
Amortization			-				1,686
Debt discount amortization			12,534				16,392
Amortization of deferred finance fee			3,926				3,926
Changes in operating assets and liabilities:
Trade receivables			(1,464	)			2,511
Inventory			18,443				24,551
Other assets			-				(11,000	)
Trade payables and other liabilities			110,546				38,046
Accrued interest			93,425				60,976
Net cash provided by (used in) operating activities			6,271				(18,874	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (net payments) on related party loan			-				(683	)
Net proceeds (net payments) on loan payables			-				44,926
Net trade financing			(3,437	)			(28,282	)
Net cash (used in) provided by financing activities			(3,437	)			15,961
Net increase (decrease) in cash and cash equivalents			2,834				(2,913	)
Cash and cash equivalents at the beginning of the period		$	4,491			$	11,056
Cash and cash equivalents at the end of the period		$	7,325			$	8,143
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Income tax payments		$	-			$	-
Interest payments		$	-			$	12,082

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

F-4

BANJO & MATILDA, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION

All currencies represented in the notes to the condensed consolidated financial statements are in 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"“Exchange Agreement”) with Banjo & Matilda, Pty Ltd., a corporation formed under the laws of Australia (the "Company"“Company”) and the shareholders of the Company. Pursuant to the Exchange Agreement, at the closing of the transaction contemplated thereunder (the "Transaction"“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 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 label as the 'go-to'‘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 stock by Banjo & Matilda Pty Ltd. for the net monetary assets of the Banjo & Matilda, Inc. accompanied by a recapitalization, and 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.

F-5

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying consolidated 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 $5,516,421 as of September 30, 2017. The Company also incurred net losses of $231,693 for the for the three months ended September 30, 2017 and had negative working capital. 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.

Basis of Presentation

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

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Table of Contents

Principles of Consolidation

The consolidated financial statements include the accounts of Banjo & Matilda, Inc. ("Banjo"(“Banjo” or "the Company"“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.

Exchange Gain (Loss)

DuringFor the six-month periodthree months ended December 31, 2015,September 30, 2017 and 2016, 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$US dollars on the date of transaction and the exchange gains or losses were recorded in the consolidated statement of operations. During the six-month period ended December 31, 2014, the transactions of the CompanyThe exchange gains or losses 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 recognizedimmaterial for the different foreign exchange rates applied when the foreign currency assetsthree months ended September 30, 2017 and liabilities are settled.2016.

Foreign Currency Translation and Comprehensive Income (Loss)

DuringFor the six-month periodthree months ended December 31, 2015,September 30, 2017 and 2016, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US$US dollars on the date of settlement and the exchange gains and losses were recorded in the consolidated 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 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' equity. There were no significant fluctuations in the exchange rate for the conversion of AUD to USD after the balance sheet date.

Use of Estimates

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 consolidated 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.

Reportable Segment

The Company has one reportable segment. The Company'sCompany’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.

Revenue Recognition

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.

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Table of Contents

Cost of Sales

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

Selling Expense

Selling expenses consist primarily of shipping and product sampling.handling costs, relating to the delivery of products to customers, are classified as selling, general and administrative expenses. Selling expenses amounted to $7,047 and $31,478 for the three months ended September 30, 2017 and 2016 respectively.

Operating Overhead Expense

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

Income Taxes

The Company utilizes FASBFinancial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax 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 and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company follows FASB Interpretation No. 48, Accountingaccounts for Uncertaintyuncertain tax positions in Income Taxes, (codified inaccordance with FASB ASC Topic 740).740. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that 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 December 31, 2015June 30, 2017 and 2014,2016, the Company had not taken any significant uncertain tax positions on its tax returns for periods ended December 31, 2015June 30, 2017 and prior years or in computing its tax provision for 2015.2016. 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, 20122014 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$882 as penalties and $6,835 as interest for the late payment of taxes in the accompanying financials.

Concentration of Credit Risk

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'sCompany’s Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk.

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Risks and Uncertainties

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.

Contingencies

Certain conditions may exist as of the date the consolidated 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'sCompany’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'sCompany’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'sCompany’s consolidated 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

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 December 31, 2015September 30, 2017 and June 30, 2015,2017, the Company had $114,285$7,325 and $362,668$4,491 in cash in Australia and 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.

Allowance for Doubtful 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. The allowances for doubtful accounts as of December 31, 2015September 30, 2017 and June 30, 20152017 are $147,870$135,956 and $140,870$135,956 respectively.

Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or market.net realizable value. 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 December 31, 2015September 30, 2017 and June 30, 2015,2017, the Company had outstanding balances of Finished Goods Inventory of $133,830$0 and $174,792$18,443 respectively.

As of September 30, 2017 and June 30, 2017, a reserve for Estimated Inventory Charges in the amount of $230 and $230 was established.

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Property, Plant & Equipment

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 10ten years; computer equipment, two to three years; buildings and improvements, five to 15fifteen years; leasehold improvements, two to 10ten years; and furniture and equipment, one to five years.

 

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As of December 31, 2015September 30, 2017 and June 30, 2015,2017, Plant and Equipment consisted of the following:

Depreciation was $1,185$554 and $2,003$976 for the three-month periodsthree months ended December 31, 2015September 30, 2017 and 2014, respectively. Depreciation was $605 and $1,311 for the three-month periods ended December 31, 2015 and 2014,2016, respectively.

Fair Value of Financial Instruments

For certain of the Company'sCompany’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 December 31, 2015September 30, 2017 and June 30, 2015,2017, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

 

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Earnings Per Share (EPS)

The Company utilize FASB ASC 260, “Earnings per Share.” Basic EPSearnings (loss) per share is computed by dividing incomeearnings (loss) available to common shareholdersstockholders by the weighted averageweighted-average number of common shares outstanding for the period.outstanding. Diluted EPSearnings (loss) per share is computed similar to basic net incomeearnings (loss) 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 andavailable upon exercise of 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 applyingwarrants using the treasury stock method, except for the outstanding options and the if-converted methodperiods of operating loss for the outstanding convertible preferred shares. Under the treasury stock method, options and warrantswhich no common share equivalents are assumed toincluded because their effect would 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).

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anti-dilutive.

The following table sets for the computation of basic and diluted earnings per share forthe three months ended September 30, 2017 and six month periods ended December 31, 2015 and 2014:2016:

Intangible Assets

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 1one to 10ten years. No events or changes in circumstances indicate that impairment existed as of December 31, 2015.

Going Concern 

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. 

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Recently Issued Accounting Pronouncements

In AugustMay 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40)ASU 2014-09, Revenue from Contracts with Customers, Disclosure of Uncertainties about an Entity’s Ability to Continueissued as a Going Concern (ASU 2014-15).new Topic, ASC Topic 606. The guidancenew revenue recognition standard supersedes all existing revenue recognition guidance. Under this ASU, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-15 sets forth management’s responsibility2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 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,the first quarter of 2018, with early adoption permitted 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 considerationfirst quarter 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.2017. The Company is currently evaluating the impact of the adoption ofeffect that adopting this standardnew accounting guidance will have on its consolidatedresults of operations, cash flows and 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.position.

In January 2016, theThe FASB issued ASU No. 2016-01, “Recognition Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requiresLiabilities(Topic 825). ASU No. 2016-01 revises the classification and measurement of investments in certain equity investments that are not accountedand the presentation of certain fair value changes for under the equity method of accounting to becertain financial liabilities measured at fair value. ASU No. 2016-01 requires the change in fair value with changesof many equity investments to be recognized in net income and updates certain presentation and disclosure requirements.income. For non-public companies, 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 periodsfiscal years 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 periodsfiscal years 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 amendments2019. We 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 standardthe adoption of ASU 2016-01 on itsour consolidated financial statements.

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In August 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued ASUAccounting Standards Update (“ASU”) No. 2016-15, regarding ASC Topic 230 “StatementStatement of Cash Flows.”Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses eight specific cash flow issues with the objective of reducing the existinga diversity in practice.practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The new guidance isamendments in this Update are effective for annual reporting periodspublic business entities for fiscal years beginning after December 15, 2017, includingand interim periods within that reporting period.those fiscal years. Early adoption is permitted. The Company doespermitted, including adoption in an interim period. We adopted this ASU in 2016 and the implementation did not expect the adoption of this standard to have a significant effect on its consolidated financial statements.

There were no other new accounting pronouncements during the six-month period ended December 31, 2015 that we believe would have a material impact on our financial position or resultsconsolidated statement of operations.

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In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. The Company has elected for early adoption of this guidance during the fiscal year ended June 30, 2017 on our consolidated financial statements.

In August 2017, the FASB issued guidance that eases certain documentation and assessment requirements of hedge effectiveness and modifies the accounting for components excluded from the assessment. Some of the modifications include the ineffectiveness of derivative gain/loss in highly effective cash flow hedge to be recorded in OCI, the change in fair value of derivative to be recorded in the same income statement line as hedged item, and additional disclosures required on the cumulative basis adjustment in fair value hedges and the effect of hedging on financial statement lines for components excluded from the assessment. The amendment also simplifies the application of hedge accounting in certain situations to permit new hedging strategies to be eligible for hedge accounting. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2018, our fiscal 2020. Early adoption is permitted and the modified retrospective transition method should be applied. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. 

Reclassification

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.

Note 3 – TRADE RECEIVABLES

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'smanagement’s estimate of the 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'sasset’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.

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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 December 31, 2015September 30, 2017 and June 30, 20152017 are $147,870$135,956 and $140,870$135,956 respectively.

Note 4 – INTANGIBLE ASSETS

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

		December 31,				June 30,
		2015				2015
Website		$	60,781			$	60,781
Accumulated amortization		$	(19,141	)		$	(15,770	)
		$	41,640			$	45,011

The intangible assets are amortized over 1 to 10 years. Amortization expense was $3,371 and $4,286 for the six-month periods ended 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.

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Note 54 – TRADE AND OTHER PAYABLES

As of December 31, 2015September 30, 2017 and June 30, 2015,2017, trade and other payable are comprised of the following:

Note 65 – TRADE FINANCING

The Company entered into a Note Purchase Agreement for $65,000 dated January 4, 2017 with a third party. The amount was due on July 4, 2017 and carries interest at the rate of 18%. As of September 30, 2017 and June 30, 2017, the outstanding loan balance was $56,320 and $57,958 and accrued interest was $8,424 and $5,301 respectively. The loan maturity date has been extended to until full settlement occurs without penalty.

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. Upon default of the loan, the Company reached a settlement with its obligation with the entity in the amount of AUD $165,523. The amount is to be paid through application of its EMDG grantExport Market Development Grant and up to 25% of the Company'sCompany’s store sales in Australia. All of the amounts referenced are in Australian dollars. As of December 31, 2015September 30, 2017 and June 30, 2015,2017, the Company had outstanding balancesbalance of USD $89,950$51,411 and $112,436,USD $53,210, respectively.

On August 14, 2014 the Company entered into a 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. Original term is for 12 months with automatic renewal for each consecutive period thereafter with interest at base rate floor of 3.25 plus 4.5%. In the event of default, an additional 7% interest is added. As of December 31, 2015September 30, 2017 and June 30, 2015,2017, the Company had an outstanding balance of $559,552$128,468 and $646,078,had renewed the loan term indefinitely until full settlement occurs. As of September 30, 2017 and June 30, 2017, the Company had an accrued interest balance of $43,945 and $39,062, respectively.

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On November 20, 2014,2, 2016, the Company entered into a new retail trade financemerchant agreement with an entitya capital funding group for a purchase price of $35,000 and purchased amount of $47,250. The Company is amortizing the excess of purchase amount over the purchase price, over the term of the financing of 21 months. 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 Australia for AUD $75,000 with 100 equal payments of AUD $871.80 daily.all accounts and proceeds. As of September 30, 20152017 and June 30, 2015,2017, the balance owed to the lender amounted to $17,981 and accrued interest of $6,417 and $4,667, respectively. The term has been extended indefinitely until full settlement occurs without penalty.

On November 3, 2016, the Company hadentered into a payments rights purchase and sale agreement for $72,500 due in April 2017. The financing has a purchase price of $50,000 with the purchased amount of $72,500. The Company is amortizing the excess of purchased amount over purchase price, over the term of the financing of six months. The Company has to make daily payments of $575.40 to the lender. During the quarter ended September 30, 2017 there was no amortization of the excess purchased amount, as interest expense, in the accompanying financials. As of September 30, 2017 and June 30, 2017, the loan balance owed to the lender of $2,601 is in default. The loan has been charged an interest rate of 16% per annum while in default. During the quarter ended September 30, 2017 the Company recorded interest expense of $105 on the loan. During fiscal year 2019 this loan was settled for $6,250.

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. During the period ended June 30, 2017, the Company initially raised $21,928 for a purchase price of $26,313. This amount was paid off as of March 31, 2017. The difference of $4,385 was amortized over the period of financing. The Company again raised $114,888 for a purchase price of $133,342 in December 2016 due by December 2017. The difference of $18,454 is being amortized over the period of financing. As of September 30, 2017 and June 30, 2017, balance outstanding balanceswas $107,370, with $19,736 and $15,123 in accrued interest, respectively. As of USD $0September 30, 2017, the loan was not in default. As of November 2018 the loan balance will be in default and USD $21,139 (AUD $27,500), respectively.there are no penalties for the default on this loan.

Note 76 – LOANS

In December 2013, the Company entered into a 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. The outstanding balance as of December 31, 2015loan has been in default since January 2014 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 Company recorded anaccruing interest of $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.

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In 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%$166 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.day. The outstanding balance as of December 31, 2015September 30, 2017 and as of June 30, 20152017 was $0.$100,000. During the quarters ended September 30, 2017 and 2016, the Company recorded interest expense of $15,272 and $15,106, respectively, on the note. As of September 30, 2017 and June 30, 2017, the accrued interest recorded is $186,476 and $171,204, respectively, on the note.

From May 2014 to September 2015,June 2017, the Company entered into several convertible loan agreements with a lender aggregating in the amount of $121,500.$162,500. The notes bear interest at 6% per annumyear 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, 2015September 30, 2017 and June 30, 2017 was $36,500. On April 15, 2017, the Company issued 2,227,700 at $0.05 per share in exchange for $95,000 in principle and $16,385 in accrued interest. The remaining loan balance has been in default. There was no penalty or interest rates increase due to the default. The accrued interest is $2,761 and $2,209 as of September 30, 2017 and June 30, 2015 was $131,500 and $121,5002017, 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 loan agreement in the amount of $10,000 AUD 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 iswas due on 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.the Company at a price of $.08 in whole or in part. The outstanding balance as of December 31, 2015, net of related discount,September 30, 2017 and June 30, 2017 was $415,208.$500,000.

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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 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 that the fair value of the warrants using the Black – Scholes model withand recorded the variableadditional value of $41,467 for the modified warrants. The variables used for the Black –Scholes model are as listed below:

	·	Volatility: 329%123%
	·	Risk free rate of return: 0.67%1.26%
	·	Expected term: 2.045 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,$12,534 of the note discount during the six-month periodsquarters ended December 31, 2015September 30, 2017 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.2016. The Company recorded an interest of $36,721$27,726 and $0,$22,500 on the note during the six-month periodsquarters ended December 31, 2015September 30, 2017 and 2014,2016, respectively. The Company recorded anAs of September 30, 2017 and June 30, 2017, accrued interest of $14,622balance is $86.822 and $0, on the note during the three-month periods ended December 31, 2015 and 2014,$59,096, respectively.

SubsequentFrom August 2016 to February 2017, the Company entered into several convertible loan agreements with a lender aggregating in the amount of $60,125. The notes bear interest at 6% per year and are due and payable six months from the date of each note. The convertible loan agreements are in default as of February 2017. There was no penalty or interest rates increase due to the default. The loans may be converted into common stock at any time by the election of the lender after a 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.of six months at a predetermined conversion price. The outstanding balance as of September 30, 2017 and June 30, 2017 was $60,125. The accrued interest is $3,109 and $2,096 as of September 30, 2017 and June 30, 2017, respectively.

Related Party Payable

The Company had several outstanding convertible note agreements with a shareholder aggregating to AUD $370,000 plus interest.$370,000. The notes had interest rates varying from 6% to 15% per annum. In March 2015, the outstanding balance and accrued interest was refinanced by a AUD526,272$526,272 convertible note. The Convertible Note bears interest at the rate of 18% per annum and iswas due on or before April 30, 2017. The interest portion of the note shall be paid weekly starting in April 2015. Principle payments of $9,929 AUD weekly arewere 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 five cents ($0.05) per share, subject to various standard provisions. The outstanding balance as of December 31, 2015September 30, 2017 and June 30, 2015,2017, net of related discount, was USD $379,591 and $217,855, respectively.$387,328. The interest rate increased from 18% per annum to 22% per annum due to the loan default as of September 30, 2015. The Company determined the fair value of the convertible note of $80,909 using the intrinsic value method. The Company recorded an amortization of the debt discount of $7,717$0 and $0,$3,858, during the six-month periodquarters ended December 31, 2015September 30, 2017 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 2014,2016, respectively. During the six-month periodsquarters ended December 31, 2015September 30, 2017 and 2014,2016, the Company recorded an interest of $34,227$21,478 and $0,$21,303, respectively, on the note. During the three-month periods ended December 31, 2015Accrued interest as of September 30, 2017 and 2014, the Company recorded an interest of $17,049June 30, 2017 is $166,223 and $0, respectively, on the note.

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$144,745 respectively.

The Company has liabilities payable in the amount of $143,422 and $217,855$170,626 to shareholders and officers of the Company as of December 31, 2015September 30, 2017 and June 30, 2015, respectively.2017. The note bears interest at the rate of 3%15% per annum and was due on 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. The remaining loan balance has been in default. There was no penalty or interest rates increase due to the default. The accrued interest is $63,833 and $57,260 as of September 30, 2017 and June 30, 2017, respectively.

Scheduled principal payments on loans are as follow;follows;

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

Year ending June 30,		Loan 1				Loan 2				Loan 3				Loan 4				Loan 5				Loan 6				Total
2018		$	100,000			$	36,500			$	500,000			$	60,125			$	387,328			$	170,626			$	1,254,579
		$	100,000			$	36,500			$	500,000			$	60,125			$	387,328			$	170,626			$	1,254,579

F-14

Note 87 – COMMITMENTS

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-yearthree year lease agreement which expired in October 2014. After expiration, the lease converted to a month-to-month basis. The annual rent for the premises is AUD $57,200.$52,000.

The Company also leases space on an as needed basis in Santa Monica, California that serves as its corporate headquarters. We utilize approximately 500 square feet of space pursuant to a month-to-month basis.

For the six-month periodsthree months ended December 31, 2015September 30, 2017 and 20142016 the aggregate rental expense was $36,715$6,348 and $24,637, respectively. For the three-month periods ended December 31, 2015 and 2014 the aggregate rental expense was $23,350 and $11,398,$14,597, respectively.

Note 98 – INCOME TAXES

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, 2015June 30, 2017 and June 30, 20152016 will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets at December 31, 2015September 30, 2017 and June 30, 2015.2017. At December 31, 2015September 30, 2017 and June 30, 2015,2017, the Company had federal net operating loss carry-forwards of approximately $3,340,000$4,979,000 and $2,555,000,$4,755,000, respectively, expiring beginning in 2032.

Deferred tax assets consist of the following components: