Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Mar. 26, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Banjo & Matilda, Inc. | |
Entity Central Index Key | 0001481504 | |
Document Type | 10-K | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --06-30 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | No | |
Document Period End Date | Jun. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 69,584,149 | |
Entity Public Float | $ 382,713 | |
EntityFileNumber | 000-54277 | |
EntityAddressAddressLine1 | Innovation Centre #1 | |
EntityAddressAddressLine2 | 3998 FAU Boulevard, Suite 309 | |
EntityAddressPostalZipCode | 33431 | |
EntityTaxIdentificationNumber | 271519178 | |
EntityAddressCityOrTown | Boca Raton | |
LocalPhoneNumber | 4919595 | |
CityAreaCode | 561 | |
EntityAddressStateOrProvince | FLORIDA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
CURRENT ASSETS | ||
Prepaids | $ 18,500 | |
Assets of discontinued operations | 5,385 | |
TOTAL CURRENT ASSETS | 23,885 | |
TOTAL ASSETS | 23,885 | |
CURRENT LIABILITIES | ||
Trade payable | 105,692 | 118,469 |
Accrued compensation, related parties | 576,290 | 441,290 |
Settlement Payable | 250,000 | 250,000 |
Trade financing | 56,194 | 56,194 |
Accrued interest | 531,065 | 339,059 |
Accrued interest, related parties | 317,218 | 228,823 |
Loans payable, net of discount and deferred interest | 580,875 | 580,875 |
Convertible notes payable | 171,814 | 143,454 |
Convertible loans from related parties | 443,871 | 443,871 |
Liabilities of discontinued operations | 1,492,952 | |
TOTAL CURRENT LIABILITIES | 3,033,018 | 4,094,987 |
TOTAL LIABILITIES | 3,033,018 | 4,094,987 |
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 shares issued and outstanding, respectively | 695 | 695 |
Additional paid in capital | 7,377,335 | 1,951,295 |
Other accumulated comprehensive income | 100,007 | 100,007 |
Accumulated deficit | (10,511,066) | (6,123,109) |
TOTAL STOCKHOLDERS' DEFICIT | (3,033,018) | (4,071,102) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 23,885 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 69,584,149 | 69,584,149 |
Common stock, shares outstanding | 69,584,149 | 69,584,149 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses: | ||
Payroll and employee related expenses | $ 135,000 | $ 305,583 |
Operating expense | 16,393 | |
Corporate and public company expense | 38,623 | 17,250 |
Total operating expenses | 190,016 | 322,833 |
Loss from operations | (190,016) | (322,833) |
Other income (expense): | ||
Gain on forgiveness of debt | 18,006 | |
Interest expense, related parties | (88,394) | |
Interest expense | (189,117) | (235,337) |
Total other income (expense) | (259,505) | (235,337) |
Loss from continuing operations | (449,521) | (558,170) |
Discontinued operations: | ||
Loss from operations of discontinued operations | (54,483) | (280,211) |
Loss from disposition of discontinued operations | (3,883,952) | |
Income (loss) from discontinued operations | (3,938,435) | (280,211) |
Net Loss | $ (4,387,956) | $ (838,381) |
Basic diluted earnings per share on net loss | ||
Continuing operations | $ (0.01) | $ (0.01) |
Discontinued operations | (0.06) | 0 |
Basic diluted earnings per share on net loss | $ (0.06) | $ (0.01) |
Weighted average shares outstanding | 69,584,149 | 69,584,149 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Comprehensive Income [Member] | Accumulated Deficit [Member] |
Balance, shares at Jun. 30, 2017 | 1,000,000 | 69,584,149 | ||||
Balance, amount at Jun. 30, 2017 | $ (3,232,722) | $ 10 | $ 695 | $ 1,951,295 | $ 100,007 | $ (5,284,729) |
Net Income (Loss) | $ (838,381) | $ (838,381) | ||||
Balance, shares at Jun. 30, 2018 | 1,000,000 | 69,584,149 | ||||
Balance, amount at Jun. 30, 2018 | $ (4,071,102) | $ 10 | $ 695 | $ 1,951,295 | $ 100,007 | $ (6,123,110) |
Net Income (Loss) | (4,387,956) | $ (4,387,956) | ||||
Recapitalization for spin off of subsidiaries | $ 5,426,040 | $ 5,426,040 | ||||
Balance, shares at Jun. 30, 2019 | 1,000,000 | 69,584,149 | ||||
Balance, amount at Jun. 30, 2019 | $ (3,033,018) | $ 10 | $ 695 | $ 7,377,335 | $ 100,007 | $ (10,511,066) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (4,387,956) | $ (838,381) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on settlement of debts | (196,796) | |
Settlement losses | 250,000 | |
Debt discount amortization | 50,135 | |
Amortization of deferred finance fees | 15,702 | |
Loss on disposition of discontinued operations | 3,883,952 | |
Changes in operating assets & liabilities | ||
Prepaid expenses | 18,500 | (18,500) |
Assets of discontinued operations | 1,080 | 20,051 |
Trade payables and other liabilities | 122,222 | 131,430 |
Accrued interest, related parties | 192,006 | 166,354 |
Accrued interest | 88,395 | 73,316 |
Liabilities of discontinued operations | 53,441 | 294,353 |
Net cash used in operating activities | (28,360) | (52,336) |
Cash Flows from Financing Activities | ||
Net proceeds on related party loans | 2,145 | |
Net trade financing | 28,360 | 45,700 |
Net cash provided by financing activities | 28,360 | 47,845 |
Decrease in Cash | (4,491) | |
Cash at beginning of period | 4,491 | |
Cash at end of period | ||
Supplemental Cash Flow Information | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Jun. 30, 2019 | |
ORGANIZATION AND NATURE OF BUSINESS | |
NOTE 1- ORGANIZATION AND NATURE OF BUSINESS | All currencies represented in the notes to the consolidated financial statements are in United States Dollars (USD) unless specified as AUD (Australian Dollars). Banjo & Matilda, Inc. was incorporated in Nevada on December 18, 2009 under the name Eastern World Group, Inc. and changed its name to Banjo & Matilda, Inc. on September 24, 2013 and is now located in Boca Raton, FL. On November 14, 2013, we entered into a share exchange agreement (the “Exchange Agreement”) with Banjo & Matilda Pty Ltd, (“Banjo & Matilda”) and the shareholders of Banjo & Matilda (“B&M Shareholders”). Pursuant to the Exchange Agreement, 100% of the issued and outstanding capital stock of Banjo & Matilda was acquired, making it a wholly-owned subsidiary. There was no prior relationship between the Company and its affiliates and Banjo & Matilda and its affiliates. In consideration for the purchase of 100% of the issued and outstanding capital stock of Banjo & Matilda under the Exchange Agreement, we issued B&M Shareholders an aggregate of 24,338,872 restricted shares of common stock of the Company. On November 15, 2013, we entered into an employment agreement with the Banjo & Matilda co-founders: Brendan Macpherson, as the chief executive officer of the Registrant, and Belynda Storelli Macpherson, as its chief creative officer. Each employment agreement has an initial term of three years and will automatically renew for an additional term of three years. Either party may elect not to renew the Employment Agreement by written notice delivered to the other party no later than August 30 th On July 1 st Following the worldwide demise of the retail clothing business model, in June of 2017, Banjo & Matilda, Inc. began to seek out additional businesses to acquire as subsidiaries to expand and refocus its operations to generate more revenue and profit. On September 20, 2017, Banjo & Matilda, Inc. entered into a Memorandum of Understanding for the acquisition of Spectrum King, LLC as a wholly-owned subsidiary, a pioneer of full spectrum LED grow lights, specialized in designing, manufacturing and selling high-end LED grow lights for indoor/greenhouse applications with both the Agriculture and Horticulture industries. On March 19, 2018, Banjo & Matilda, Inc. entered into a Share Exchange Agreement with Spectrum King, LLC, however this transaction failed to close. On April 16, 2019, Banjo & Matilda, Inc. entered into a Share Exchange Agreement with American Aviation Technologies, LLC (“AAT”), an aircraft design and development company focused on the emerging segment of the aviation industry of autonomous and semi-autonomous vertical take-off and landing (VTOL) unmanned aerial vehicles (UAVs). As part of this new direction, on June 28, 2019, Banjo & Matilda, Inc. executed a Bill of Sale, Assignment and Assumption Agreement with WNPAU Pty Ltd. for the disposition of the two wholly-owned subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD, which included the related assets and liabilities. As part of the agreement, WNPAU Pty Ltd. assumed $4,305 in combined assets of the subsidiaries in exchange for assuming $1,546,393 in liabilities of the subsidiaries. See Note 4. On September 30, 2019, the Company completed the Share Exchange with American Aviation Technologies, LLC (“AAT”), an aircraft design and development company with a patented revolutionary aircraft design call “Halo.” Under accounting principles generally accepted in the United States of America, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Going Concern The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At June 30, 2019 and June 30, 2018, the Company had no cash and $3,033,018 and $4,071,102 in negative working capital, respectively. For the years ended June 30, 2019 and 2018, the Company had a net loss of $4,387,956 and $838,381, respectively. 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”). Principles of Consolidation The consolidated financial statements include the accounts of Banjo & Matilda, Inc. (“Banjo” or “the Company”) and its wholly owned subsidiaries Banjo & Matilda Australia Pty Ltd. and Banjo & Matilda USA, Inc., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements. Exchange Gain (Loss) During the years ended June 30, 2019 and 2018, the transactions of the Company were denominated in US Dollars. Foreign Currency Translation and Comprehensive Income (Loss) During the years ended June 30, 2019 and 2018, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US dollars 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). 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 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’s activities are inter-related 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 a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Cost of Sales Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), and importation duties and charges. Selling Expense Selling expenses consist primarily of shipping and handling costs, relating to the delivery of products to customers, are classified as selling or general and administrative expenses. We had no selling expenses for the years ended June 30, 2019 and 2018, 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 Financial 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 accounts for uncertain tax positions in accordance with FASB ASC Topic 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 operations. At June 30, 2019, the Company had not taken any significant uncertain tax positions on its tax returns for periods ended June 30, 2019 and prior years or in computing its tax provision for 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, 2017 to the present, generally for three years after they are filed. 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’s Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. 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 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 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 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 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 June 30, 2019 and June 30, 2018, the Company had $0 and $0 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. 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 ten years; computer equipment, two to three years; buildings and improvements, five to fifteen years; leasehold improvements, two to ten years; and furniture and equipment, one to five years. Property and equipment is categorized under assets of discontinued operations in the balance sheet. Additionally, depreciation expense would be included under loss from operations of discontinued operations in the statement of operations. Fair Value of Financial Instruments For certain of the 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 Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “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 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. Earnings Per Share (EPS) The Company utilize FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. The following table sets for the computation of basic and diluted earnings per share for the years ended June 30, 2019 and 2018: Years Ended June 30, June 30, 2019 2018 Basic and diluted Loss from continuing operations $ (449,521 ) $ (558,170 ) Loss from operations of discontinued operations (54,483 ) (280,211 ) Loss on disposition of discontinued operations (3,883,952 ) - Net loss $ (4,387,956 ) $ (838,381 ) Net loss per share (basic and diluted) Continuing operations $ (0.01 ) $ (0.01 ) Discontinued operations (0.06 ) $ (0.00 ) $ (0.07 ) $ (0.01 ) Weighted average number of shares outstanding: Basic and diluted 69,584,149 69,584,149 Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606. The new 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 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in 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 amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 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. |
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT | 12 Months Ended |
Jun. 30, 2019 | |
EXCHANGE AGREEMENT | |
NOTE 3 - EXCHANGE AGREEMENT | On April 16, 2019, Banjo & Matilda, Inc. and American Aviation Technologies LLC (“AAT”) entered into an Exchange Agreement dated as of April 16, 2019 pursuant to which Banjo shall acquire 100% of the issued and outstanding membership units of AAT in exchange for the issuance of Banjo shares of its Series A Preferred Stock constituting 84.4% of the total voting power of Banjo capital stock to be outstanding upon closing, after giving effect to the consummation of concurrent debt settlement and other capital stock issuances but before the issuance of shares of capital stock for investor relations purposes. As a result of the Exchange Agreement, AAT will become a wholly owned subsidiary of the Company. The Exchange Agreement is subject to the satisfaction of certain conditions as set forth in the Exchange Agreement. At Closing, two additional directors will be added, resulting in a total of 4 directors serving post-closing. AAT is a Florida limited liability company that is an aircraft design and development company dedicated to advancing aeronautical safety and performance through new and innovative concepts. Upon the effective closing date of September 30, 2019, certain notes, loans, accrued interest, and related party loans will be converted to series A preferred shares. Additional preferred shares will also be exchanged for accrued expenses. Certain loans and accrued expenses were written up or down during the year ended June 30, 2018 to the value exchanged according to settlement agreements with certain investors and debtors of the Company. An additional $39,179 of trade payables was converted and accrued during the year ended June 30, 2018. $620,225 of trade payables will be converted to 25,095 series A preferred shares ($24,72 per share), $569,991 of accrued interest will be converted to 29,314 series A preferred shares ($19.44 per share), $691,828 of loans payable will be converted to 59,869 series A preferred shares ($11.75 per share), $123,141 of loans from related parties will be converted to 11,917 series A preferred shares ($10.33 per share), $320,730 of convertible loans from related parties will be converted to 18,682 series A preferred shares ( $17.16 per share) and $70,883 of other convertible debt will be converted to 14,296 series A preferred shares ($4.95 per share). |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jun. 30, 2019 | |
Discontinued operations: | |
NOTE 4 - DISCONTINUED OPERATIONS | On June 28, 2019, the Company entered into a Bill of Sale, Assignment and Assumption Agreement with WNPAU Pty Ltd. (“WNPAU”), owned by the Company’s former CEO Brendan MacPherson, pursuant to which the Company agreed to sell and assign to WNPAU all the assets of the Company’s two subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD in exchange for the assumption of the liabilities of the Company’s two subsidiaries: Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD. The operating results for Banjo & Matilda (USA), Inc. and Banjo & Matilda Australia Pty LTD have been presented in the accompanying consolidated statement of operations for the years ended June 30, 2019 and 2018 as discontinued operations and are summarized below: Years Ended June 30, 2019 2018 Revenue $ — $ 79,665 Cost of revenue — 22,199 Gross Profit — 57,466 Operating expenses 3,497 296,899 Loss from operations (3,497 ) (239,433 ) Other income (expenses) (50,986 ) (40,778 ) $ (54,483 ) $ (280,211 ) The assets and liabilities of the discontinued operations at June 30, 2019 and June 30, 2018 are summarized below: June 30, June 30, 2019 2018 Property and equipment, net $ - $ 5,385 Total assets $ - $ 5,385 Cash overdraft $ - $ 6,565 Trade and other payables - 1,035,072 Deposit payable - 4,622 Trade financing - 305,874 Accrued interest - 140,819 Total liabilities $ - $ 1,492,952 PROPERTY AND EQUIPMENT As of June 30, 2019 and June 30, 2018, Property, Plant and Equipment consisted of the following: June 30, June 30, 2019 2018 Property, plant and equipment $ - $ 30,081 Accumulated depreciation - (24,696 ) $ - $ 5,385 Depreciation was $1,080 and $2,144 for the years ended June 30, 2019 and 2018, respectively. TRADE AND OTHER PAYABLES As of June 30, 2019 and June 30, 2018, trade and other payable are comprised of the following: June 30, June 30, 2019 2018 Trade payable $ - $ 446,427 Payroll payable - 241,994 Payroll taxes - 219,195 Employee benefits - 92,837 Other liabilities - 34,619 $ - $ 1,035,072 TRADE FINANCING As of June 30, 2019 and June 30, 2018, trade financing is comprised of the following: June 30, June 30, 2019 2018 Trade Financing - January 7, 2013 $ - $ 49,454 Trade Financing - August 14, 2014 - 128,468 Trade Financing - November 2, 2016 - 17,981 Trade Financing - November 3, 2016 - 2,601 Trade Financing - November 29, 2016 - 107,370 $ - $ 305,874 Trade Financing – January 7, 2013 On January 7, 2013, the Company entered into a trade financing agreement with a financial institution in Australia with a maximum limit of AUD $200,000 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. Per the settlement, the amount was to be paid through application of its Export Market Development Grant and up to 25% of the Company’s store sales in Australia. As of June 30, 2019, and June 30, 2018, the outstanding balance of this financing was USD $49,454. However, the balance of this financing was included in the June 28, 2019 spin-off and therefore is not an obligation of the Company as of June 30, 2019. Trade Financing – August 14, 2014 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 was 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 June 30, 2019, and June 30, 2018, the Company had an outstanding balance of $128,468. The Company renewed the loan term indefinitely until full settlement occurs. As of June 30, 2019, and June 30, 2018, the Company had an accrued interest balance of $78,125 and $58,493, respectively. For the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $19,532 and $19,531, respectively. However, the balance of this financing and related accrued interest was included in the June 28, 2019 spin-off and therefore is not an obligation of the Company as of June 30, 2019. Trade Financing – November 2, 2016 On November 2, 2016, the Company entered into a merchant agreement with a capital funding group for a purchase price of $35,000 and purchased amount of $47,250. The Company amortized 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 all accounts and proceeds. As of June 30, 2019, and June 30, 2018, the balance owed to the lender amounted to $17,981 and accrued interest of $18,663 and $11,667, respectively. The term has been extended indefinitely until full settlement occurs without penalty. For the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $6,996 and $7,000, respectively. However, the balance of this financing and related accrued interest was included in the June 28, 2019 spin-off and therefore is not an obligation of the Company as of June 30, 2019. Trade Financing – November 3, 2016 On November 3, 2016, the Company entered into a payment rights purchase and sale agreement for $72,500 which was due in April 2017. The financing had a purchase price of $50,000 with the purchased amount of $72,500. The Company amortized the excess of the purchased amount over purchase price, over the term of the financing of Nine Months. The Company was required to make daily payments of $575.40 to the lender. As of June 30, 2019, and June 30, 2018, 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 years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $412 and $624, respectively. As of June 30, 2019 and June 30, 2018, the balance of accrued interest was $6,022 and $5,610, respectively. However, the balance of this financing and related accrued interest was included in the June 28, 2019 spin-off and therefore is not an obligation of the Company as of June 30, 2019. Trade Financing – November 29, 2016 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 year 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 was amortized over the period of financing. As of June 30, 2019, and June 30, 2018, balance outstanding was $107,370, with $40,750 and $28,007 in accrued interest, respectively. As of June 30, 2019, the loan was in default and charged an interest rate of 12% per annum. During the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $12,743 and $12,884, respectively. However, the balance of this financing and related accrued interest was included in the June 28, 2019 spin-off and therefore is not an obligation of the Company as of June 30, 2019. Calculation of Loss on Disposition of Discontinued Operations June 28, Assets given up by Banjo & Matilda Inc. 2019 Assets of discontinued operations (Banjo & Matilda USA, Inc.) $ 4,160 Assets of discontinued operations (Banjo & Matilda Australia Pty LTD) 145 Investment in Banjo & Matilda Australia Pty LTD 4,626,385 Loans from Banjo & Matilda Inc. to Banjo & Matilda Australia Pty LTD 799,656 Total assets given up $ 5,430,346 Liabilities assumed by WNPAU Pty Ltd. Liabilities of discontinued operations (Banjo & Matilda USA, Inc.) $ 1,449,490 Assets of discontinued operations (Banjo & Matilda Australia Pty LTD) 96,903 Total liabilities assumed $ 1,546,393 Loss on disposition of discontinued operations* $ 3,883,952 * Loss on disposition of discontinued operations is calculated as the difference between total assets given up and total liabilities assumed. |
ACCRUED COMPENSATION, RELATED P
ACCRUED COMPENSATION, RELATED PARTIES | 12 Months Ended |
Jun. 30, 2019 | |
ACCRUED COMPENSATION, RELATED PARTIES | |
NOTE 5 - ACCRUED COMPENSATION, RELATED PARTIES | As of June 30, 2019 and June 30, 2018, trade and other payable are comprised of the following: June 30, June 30, 2019 2018 Officer compensation $ 356,198 $ 221,196 Payroll payable 220,094 220,094 $ 576,290 $ 441,290 |
TRADE FINANCING
TRADE FINANCING | 12 Months Ended |
Jun. 30, 2019 | |
TRADE FINANCING | |
NOTE 6 - TRADE FINANCING | January 4, 2017 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 June 30, 2019, and June 30, 2018, the outstanding loan balance was $56,194 and accrued interest was $26,480 and $14,253, respectively. As of July 18, 2018, the loan maturity date has been extended until full settlement occurs without penalty. Effective with the AAT merger closing described in Note 3, the note holder has agreed to convert all outstanding principal and interest into 3,418,889 shares of common stock effected for the post-reverse split. As of June 30, 2018 the principal and interest related to this note was written down by $126 and $349, respectively, to accurately reflect the value of the conversion. |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Jun. 30, 2019 | |
LOANS PAYABLE | |
NOTE 7 - LOANS PAYABLE | As of June 30, 2019 and June 30, 2018, loans payable is comprised of the following: June 30, June 30, 2019 2018 Loan Payable - December 2013 $ 81,993 $ 81,993 Loan Payable - June 2015 498,882 498,882 $ 580,875 $ 580,875 Loan Payable - December 2013 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 loan has been in default since January 2014 and accruing interest of $166 per day. The outstanding principal balance as of June 30, 2019 and June 30, 2018 was $81,994. As of June 30, 2019 and June 30, 2018, the accrued interest balance was $233,865 and $173,939, respectively. During the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $59,926 and $45,484, respectively. Effective with the AAT merger closing described in Note 3, the note holder has agreed to convert all outstanding principal and interest into 200,358 shares of effected for the post-reverse split. As of June 30, 2018, the principal and interest related to this note was written down by $20,152 and $42,749, respectively, to accurately reflect the value of the conversion. Loan Payable – June 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 was 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 the Company at a price of $.08 in whole or in part. The outstanding balance as of June 30, 2019 and June 30, 2018 was $498,882. As of June 30, 2019 and June 30, 2018, the accrued interest balance was $250,222 and $141,671, respectively. During the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $108,551 and $82,575, respectively. Effective with the AAT merger closing described in Note 3, the note holder has agreed to convert all outstanding principal and interest into 31,086,911 shares of common stock effected for the post-reverse split. As of June 30, 2018, the principal was written down by $1,118 to accurately reflect the value of the conversion. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2019 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 8 - CONVERTIBLE NOTES PAYABLE | As of June 30, 2019 and June 30, 2018, convertible notes payable is comprised of the following: June 30, June 30, 2019 2018 Convertible Notes Payable - August 2014 to February 2019 $ 87,689 $ 58,570 Convertible Notes Payable - August 2016 to June 2018 84,125 84,884 $ 171,814 $ 143,454 Convertible Notes Payable - August 2014 to October 2018 From August 2014 to October 2018, the Company entered into the following convertible loan agreements with a lender: Issuance Date Face Value Interest Rate Term Conversion Terms August 9, 2014 $ 19,000 6 % Nine Months 20% Discount to Market December 12, 2014 7,500 6 % Nine Months 30% Discount to Market June 22, 2018 31,700 6 % Nine Months Fixed Price of .01 Per Share September 20, 2018 8,006 6 % Nine Months Fixed Price of .01 Per Share October 23, 2018 7,972 6 % Nine Months Fixed Price of .01 Per Share February 19, 2019 4,511 6 % Nine Months Fixed Price of .01 Per Share May 1, 2019 9,000 6 % Nine Months Fixed Price of .01 Per Share $ 87,689 Accounting Considerations The Company evaluated the agreements under ASC 815 Derivatives and Hedging The outstanding balance as of June 30, 2019 and June 30, 2018 was $87,689 and $58,570, respectively. The accrued interest balance was $9,962 and $5,413 as of June 30, 2019 and June 30, 2018, respectively. During the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $4,549 and $5,144, respectively. As of June 30, 2018 the principal and interest related to this loan was written down by $9,630 and $1,940, respectively, to accurately reflect the value of the conversion. Convertible Notes Payable – October 2015 to May 2018 Issuance Date Face Value Interest Rate Term Conversion Terms October 28, 2015 $ 10,000 6 % Nine Months 20% Discount to Market; floor of .03 per share August 12, 2016 23,000 6 % Nine Months Fixed Price of .03 Per Share January 2, 2017 15,000 6 % Nine Months Fixed Price of .03 Per Share February 9, 2017 22,125 6 % Nine Months Fixed Price of .03 Per Share May 18, 2018 14,000 6 % Nine Months 20% Discount to Market $ 84,125 Accounting Considerations The Company evaluated the agreements under ASC 815 Derivatives and Hedging There were no penalty or interest rate increase due to the default of the loans. The outstanding balance as of June 30, 2019 and June 30, 2018 was $84,125 and $84,884, respectively. The accrued interest was $10,884 and $5,892 as of June 30, 2019 and June 30, 2018, respectively. During the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $4,992 and $2,902, respectively. As of June 30, 2018 the principal and interest related to this loan was increased by $10,758 and $894, respectively, to accurately reflect the value of the conversion. |
CONVERTIBLE NOTES PAYABLE FROM
CONVERTIBLE NOTES PAYABLE FROM RELATED PARTIES | 12 Months Ended |
Jun. 30, 2019 | |
CONVERTIBLE NOTES PAYABLE FROM RELATED PARTIES | |
NOTE 9 - CONVERTIBLE NOTES PAYABLE FROM RELATED PARTIES | The Company had several outstanding convertible note agreements with a shareholder aggregating to AUD $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 $526,272 AUD convertible note. The Convertible Note bears interest at the rate of 18% per annum and is due on or before April 30, 2017. The interest portion of the note shall be paid weekly starting in April 2015. Principal payments of $9,929 AUD weekly were 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 June 30, 2019 and June 30, 2018 was USD $320,730. The interest rate increased from 18% per annum to 22% per annum due to the loan default as of April 30, 2017. 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 $0 and $15,432, during the fiscal years ended June 30, 2018 and 2017, respectively. The debt discount is fully amortized as of June 30, 2019 and June 30, 2018. During the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $69,787 and $63,967, respectively. Accrued interest as of June 30, 2019 and June 30, 2018 was $242,613 and $172,826, respectively. This note and any associated discount and accrued interest will be converted to preferred stock, see Note 3 for additional detail on the equity conversion. As of June 30, 2018 the principal and interest related to this loan was written down by $66,599 and $35,887, respectively, to accurately reflect the value of the conversion. The Company has loans payable in the amount of $123,141 to shareholders and officers of the Company as of June 30, 2019 and June 30, 2018. The note bears interest at the rate of 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 discount of 10% to last 30 days average share priced 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. Accounting Considerations The Company evaluated the agreements under ASC 815 Derivatives and Hedging The accrued interest was $74,605 and $55,998 as of June 30, 2019 and June 30, 2018, respectively. During the years ended June 30, 2019 and 2018, the Company recorded interest expense in the amount of $18,607 and $20,332, respectively. As of June 30, 2018, the principal and interest related to this loan was written down by $47,485 and $21,594, respectively, to accurately reflect the value of the conversion. |
SETTLEMENT PAYABLE
SETTLEMENT PAYABLE | 12 Months Ended |
Jun. 30, 2019 | |
SETTLEMENT PAYABLE | |
NOTE 10 - SETTLEMENT PAYABLE | On February 28, 2018, the company entered into 5 separate settlement agreements with current shareholders. These settlement agreements were made to exchange post reverse split shares of common stock to mitigate potential litigation. The settlement agreements require the company to issue common stock for $250,000. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS | |
NOTE 11 - COMMITMENTS | On August 14, 2019, the Company signed a 63-month lease for 2,911 square feet, with a base rent of $18/sq. ft. and 3% annual base rent increases at the Research Park at Florida Atlantic University (FAU) in Boca Raton, Florida. The 70-acre Research Park is adjacent to the Boca Raton Airport and part is of the National Science Foundation’s Industry/University Cooperative Research Center Program called the Center for Advanced Knowledge Enablement (CAKE). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Jun. 30, 2019 | |
STOCKHOLDERS' DEFICIT | |
NOTE 12 - STOCKHOLDERS' EQUITY | Preferred Stock The Company has 100,000,000 shares authorized as preferred stock with a par value of $.00001. 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 end 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 with the Executives. Effective with the completion of the Share Exchange on September 30, 2019, the 1,000,000 shares of preferred stock were returned to the Company. Common Stock There have been no changes to the common stock for the years ended June 30, 2019. The Company currently has 100,000,000 common shares authorized with a par value of $0.00001 per share. The number of shares outstanding at June 30, 2019 and June 30, 2018 was 68,584,149. The balance of Common Stock at June 30, 2019 and June 30, 2018 was $695. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 13 - SUBSEQUENT EVENTS | Convertible Note Agreement The company entered into a convertible note payable with a noteholder in the amount of $14,500 on July 16, 2019 and matures nine months from the inception date. Interest rate on this note is 6% and is payable upon maturity or conversion. The noteholder may convert the note to shares of the company’s common stock at a fixed price of $0.01 per share, unless the Note holder covered a portion of the Note at a lower price, in which case the fixed price is the lower price; or the lowest price of any original common stock issued by the Company or exercise price or conversion price of any derivative securities, but not less than $0.0033333 per share. Convertible Note Agreement The company entered into a convertible note payable with a noteholder in the amount of $10,000 on September 24, 2019 and matures nine months from the inception date. Interest rate on this note is 6% and is payable upon maturity or conversion. The noteholder may convert the note to shares of the company’s common stock at a fixed price of $0.01 per share, unless the Note holder covered a portion of the Note at a lower price, in which case the fixed price is the lower price; or the lowest price of any original common stock issued by the Company or exercise price or conversion price of any derivative securities, but not less than $0.0033333 per share. Merger Agreement On September 30, 2019 the Share Exchange Agreement between AAT and the Company, whereby the Company agreed to acquire all of the membership units of AAT with AAT becoming a wholly owned subsidiary of the Company was considered effective. Effective with the completion of the Share Exchange on September 30, 2019, the 1,000,000 shares of preferred stock held by Ben Macpherson were returned to the Company. Additionally, his employment agreement was canceled, and he agreed to forgive the $135,000 in payroll accrued during the year ended June 30, 2019. Note Conversions On September 30, 2019 a noteholder converted $84,125 in principal and $13,740 into 29,360 Series A Preferred Stock in accordance with a settlement agreement reached on March 19, 2018. On September 30, 2019 a noteholder converted $127,690 in principal and $12,734 into 42,128 Series A Preferred Stock in accordance with a settlement agreement reached on March 19, 2018. Certificate of Designation In an amended Certificate of Designation dated September 30, 2019, the Company authorized 3,500,000 shares as Series A Preferred Stock. The preferred stock has the following rights: • Voting • Dividends • Liquidation Preference • Conversion • Redemption |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Going Concern | The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At June 30, 2019 and June 30, 2018, the Company had no cash and $3,033,018 and $4,071,102 in negative working capital, respectively. For the years ended June 30, 2019 and 2018, the Company had a net loss of $4,387,956 and $838,381, respectively. 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”). |
Principles of Consolidation | The consolidated financial statements include the accounts of Banjo & Matilda, Inc. (“Banjo” or “the Company”) and its wholly owned subsidiaries Banjo & Matilda Australia Pty Ltd. and Banjo & Matilda USA, Inc., collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. These financial statements should be read in conjunction with the company’s latest annual financial statements. |
Exchange Gain (Loss) | During the years ended June 30, 2019 and 2018, the transactions of the Company were denominated in US Dollars. |
Foreign Currency Translation and Comprehensive Income (Loss) | During the years ended June 30, 2019 and 2018, the transactions of the Company were denominated in US Dollars. All the transactions which were denominated in other currencies were converted to US dollars 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). |
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 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’s activities are inter-related 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 a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. |
Cost of Sales | Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), and importation duties and charges. |
Selling Expense | Selling expenses consist primarily of shipping and handling costs, relating to the delivery of products to customers, are classified as selling or general and administrative expenses. We had no selling expenses for the years ended June 30, 2019 and 2018, 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 Financial 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 accounts for uncertain tax positions in accordance with FASB ASC Topic 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 operations. At June 30, 2019, the Company had not taken any significant uncertain tax positions on its tax returns for periods ended June 30, 2019 and prior years or in computing its tax provision for 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, 2017 to the present, generally for three years after they are filed. |
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’s Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. |
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 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 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 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 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 June 30, 2019 and June 30, 2018, the Company had $0 and $0 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. |
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 ten years; computer equipment, two to three years; buildings and improvements, five to fifteen years; leasehold improvements, two to ten years; and furniture and equipment, one to five years. Property and equipment is categorized under assets of discontinued operations in the balance sheet. Additionally, depreciation expense would be included under loss from operations of discontinued operations in the statement of operations. |
Fair Value of Financial Instruments | For certain of the 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 Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “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 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. |
Earnings Per Share (EPS) | The Company utilize FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. The following table sets for the computation of basic and diluted earnings per share for the years ended June 30, 2019 and 2018: Years Ended June 30, June 30, 2019 2018 Basic and diluted Loss from continuing operations $ (449,521 ) $ (558,170 ) Loss from operations of discontinued operations (54,483 ) (280,211 ) Loss on disposition of discontinued operations (3,883,952 ) - Net loss $ (4,387,956 ) $ (838,381 ) Net loss per share (basic and diluted) Continuing operations $ (0.01 ) $ (0.01 ) Discontinued operations (0.06 ) $ (0.00 ) $ (0.07 ) $ (0.01 ) Weighted average number of shares outstanding: Basic and diluted 69,584,149 69,584,149 |
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606. The new 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 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in 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 amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | |
Schedule of Computation of basic and diluted earnings per share | Years Ended June 30, June 30, 2019 2018 Basic and diluted Loss from continuing operations $ (449,521 ) $ (558,170 ) Loss from operations of discontinued operations (54,483 ) (280,211 ) Loss on disposition of discontinued operations (3,883,952 ) - Net loss $ (4,387,956 ) $ (838,381 ) Net loss per share (basic and diluted) Continuing operations $ (0.01 ) $ (0.01 ) Discontinued operations (0.06 ) $ (0.00 ) $ (0.07 ) $ (0.01 ) Weighted average number of shares outstanding: Basic and diluted 69,584,149 69,584,149 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
DISCONTINUED OPERATIONS (Tables) | |
Summary of Discontinued operations | Years Ended June 30, 2019 2018 Revenue $ — $ 79,665 Cost of revenue — 22,199 Gross Profit — 57,466 Operating expenses 3,497 296,899 Loss from operations (3,497 ) (239,433 ) Other income (expenses) (50,986 ) (40,778 ) $ (54,483 ) $ (280,211 ) |
Schedule of Discontinued operations of assets and liabilities | June 30, June 30, 2019 2018 Property and equipment, net $ - $ 5,385 Total assets $ - $ 5,385 Cash overdraft $ - $ 6,565 Trade and other payables - 1,035,072 Deposit payable - 4,622 Trade financing - 305,874 Accrued interest - 140,819 Total liabilities $ - $ 1,492,952 |
Schedule of property and equipment | June 30, June 30, 2019 2018 Property, plant and equipment $ - $ 30,081 Accumulated depreciation - (24,696 ) $ - $ 5,385 |
Schedule of trade and other payables | June 30, June 30, 2019 2018 Trade payable $ - $ 446,427 Payroll payable - 241,994 Payroll taxes - 219,195 Employee benefits - 92,837 Other liabilities - 34,619 $ - $ 1,035,072 |
Schedule of trade financing | June 30, June 30, 2019 2018 Trade Financing - January 7, 2013 $ - $ 49,454 Trade Financing - August 14, 2014 - 128,468 Trade Financing - November 2, 2016 - 17,981 Trade Financing - November 3, 2016 - 2,601 Trade Financing - November 29, 2016 - 107,370 $ - $ 305,874 |
Schedule of Loss on Disposition of Discontinued Operations | June 28, Assets given up by Banjo & Matilda Inc. 2019 Assets of discontinued operations (Banjo & Matilda USA, Inc.) $ 4,160 Assets of discontinued operations (Banjo & Matilda Australia Pty LTD) 145 Investment in Banjo & Matilda Australia Pty LTD 4,626,385 Loans from Banjo & Matilda Inc. to Banjo & Matilda Australia Pty LTD 799,656 Total assets given up $ 5,430,346 Liabilities assumed by WNPAU Pty Ltd. Liabilities of discontinued operations (Banjo & Matilda USA, Inc.) $ 1,449,490 Assets of discontinued operations (Banjo & Matilda Australia Pty LTD) 96,903 Total liabilities assumed $ 1,546,393 Loss on disposition of discontinued operations* $ 3,883,952 |
ACCRUED COMPENSATION, RELATED_2
ACCRUED COMPENSATION, RELATED PARTIES (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
ACCRUED COMPENSATION, RELATED PARTIES (Tables) | |
Schedule of Accrued compensation, related parties | June 30, June 30, 2019 2018 Officer compensation $ 356,198 $ 221,196 Payroll payable 220,094 220,094 $ 576,290 $ 441,290 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
LOANS PAYABLE | |
Schedule of loans payable | June 30, June 30, 2019 2018 Loan Payable - December 2013 $ 81,993 $ 81,993 Loan Payable - June 2015 498,882 498,882 $ 580,875 $ 580,875 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule of Convertible Notes Payable | June 30, June 30, 2019 2018 Convertible Notes Payable - August 2014 to February 2019 $ 87,689 $ 58,570 Convertible Notes Payable - August 2016 to June 2018 84,125 84,884 $ 171,814 $ 143,454 |
Schedule of Convertible Loan Agreement | Issuance Date Face Value Interest Rate Term Conversion Terms August 9, 2014 $ 19,000 6 % Nine Months 20% Discount to Market December 12, 2014 7,500 6 % Nine Months 30% Discount to Market June 22, 2018 31,700 6 % Nine Months Fixed Price of .01 Per Share September 20, 2018 8,006 6 % Nine Months Fixed Price of .01 Per Share October 23, 2018 7,972 6 % Nine Months Fixed Price of .01 Per Share February 19, 2019 4,511 6 % Nine Months Fixed Price of .01 Per Share May 1, 2019 9,000 6 % Nine Months Fixed Price of .01 Per Share $ 87,689 |
Schedule of value of principal and interest conversion | Issuance Date Face Value Interest Rate Term Conversion Terms October 28, 2015 $ 10,000 6 % Nine Months 20% Discount to Market; floor of .03 per share August 12, 2016 23,000 6 % Nine Months Fixed Price of .03 Per Share January 2, 2017 15,000 6 % Nine Months Fixed Price of .03 Per Share February 9, 2017 22,125 6 % Nine Months Fixed Price of .03 Per Share May 18, 2018 14,000 6 % Nine Months 20% Discount to Market $ 84,125 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 28, 2019 | |
Spectrum King, LLC [Member] | ||
Entered into MOU with related party | September 20, 2017 | |
Banjo and Matilda, Inc. [Member] | ||
Date of Incorporation | Dec. 18, 2009 | |
State Country Name | Nevada | |
Share Exchange Agreement[Member] | ||
Entered agreement with Spectrum king LLC | March 19, 2018 | |
Entered agreement with American Aviation Technologies, LLC | April 16, 2019 | |
Share Exchange Agreement[Member] | Banjo & Matilda Pty Ltd. [Member] | B&M Shareholders [Member] | ||
Ownership Percentage | 100.00% | |
Date of Incorporation | Nov. 14, 2013 | |
Shares issued as consideration to related party | 24,338,872 | |
EmploymentAgreement [Member] | Brendan Macpherson & Belynda Storelli Macpherson [Member] | ||
Term of agreement | 3 years | |
Renewal term description | Each employment agreement has an initial term of three years and will automatically renew for an additional term of three years. Either party may elect not to renew the Employment Agreement by written notice delivered to the other party no later than August 30th of the final year of the term. In addition, either employee may terminate the employment agreement upon 30 days written notice. | |
WNPAU Pty Ltd. [Member] | Banjo & Matilda USA, Inc. [Member] | Banjo & Matilda Australia Pty LTD [Member] | ||
Liabilities of the subsidiaries, Value | $ 1,546,393 | |
Assets of the subsidiaries, Value | $ 4,305 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Basic and diluted | ||
Loss from continuing operations | $ (449,521) | $ (558,170) |
Loss from operations of discontinued operations | (54,483) | (280,211) |
Loss on disposition of discontinued operations | (3,883,952) | |
Net Loss | $ (4,387,956) | $ (838,381) |
Net loss per share (basic and diluted) | ||
Continuing operations | $ (0.01) | $ (0.01) |
Discontinued operations | (0.06) | 0 |
Basic diluted earnings per share on net loss | $ (0.06) | $ (0.01) |
Weighted average number of shares outstanding: | ||
Basic and diluted | 69,584,149 | 69,584,149 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Working capital deficit | $ (3,033,018) | $ (4,071,102) |
Cash and cash equivalents | ||
Net Loss | $ (4,387,956) | $ (838,381) |
Furniture And Equipment [Member] | Minimum [Member] | ||
Property and equipment, useful life | 1 year | |
Furniture And Equipment [Member] | Maximum [Member] | ||
Property and equipment, useful life | 5 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property and equipment, useful life | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property and equipment, useful life | 10 years | |
Building And Improvements [Member] | Minimum [Member] | ||
Property and equipment, useful life | 5 years | |
Building And Improvements [Member] | Maximum [Member] | ||
Property and equipment, useful life | 15 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property and equipment, useful life | 2 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property and equipment, useful life | 3 years | |
Computer Software Developement [Member] | Minimum [Member] | ||
Property and equipment, useful life | 3 years | |
Computer Software Developement [Member] | Maximum [Member] | ||
Property and equipment, useful life | 10 years |
EXCHANGE AGREEMENT (Details Nar
EXCHANGE AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 19, 2018 | Jun. 30, 2019 | |
Debt Conversion, Converted Instrument, Shares Issued | 758,672 | |
Banjo & Matilda, Inc and American Aviation Technologies LLC [Member] | Exchange Agreement [Member] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition, Date of Acquisition Agreement | Apr. 16, 2019 | |
Business Acquisition, Effective Date of Acquisition | Apr. 16, 2019 | |
Business Combination, consideration transferred, Equity Interest of acquirer, series A preferred stock, Percentage | 84.40% | |
Accrued interest [Member] | Series A Preferred Stock [Member] | ||
Debt Instrument, Convertible, per share | $ 19.44 | |
Debt Conversion, Converted Instrument, Shares Issued | 29,314 | |
Debt Conversion, Converted Instrument, Amount | $ 569,991 | |
Loans Payable [Member] | Series A Preferred Stock [Member] | ||
Debt Instrument, Convertible, per share | $ 11.75 | |
Debt Conversion, Converted Instrument, Shares Issued | 59,869 | |
Debt Conversion, Converted Instrument, Amount | $ 691,828 | |
Loans from related parties [Member] | Series A Preferred Stock [Member] | ||
Debt Instrument, Convertible, per share | $ 10.33 | |
Debt Conversion, Converted Instrument, Shares Issued | 11,917 | |
Debt Conversion, Converted Instrument, Amount | $ 123,141 | |
Convertible loans from related parties [Member] | Series A Preferred Stock [Member] | ||
Debt Instrument, Convertible, per share | $ 17.16 | |
Debt Conversion, Converted Instrument, Shares Issued | 18,682 | |
Debt Conversion, Converted Instrument, Amount | $ 320,730 | |
Other convertible debt [Member] | Series A Preferred Stock [Member] | ||
Debt Instrument, Convertible, per share | $ 4.95 | |
Debt Conversion, Converted Instrument, Shares Issued | 14,296 | |
Debt Conversion, Converted Instrument, Amount | $ 70,883 | |
Trade payables [Member] | Series A Preferred Stock [Member] | ||
Debt Instrument, Convertible, per share | $ 24.72 | |
Debt Conversion, Converted Instrument, Shares Issued | 25,095 | |
Debt Conversion, Converted Instrument, Amount | $ 620,225 | |
Debt Conversion, Converted Instrument, Additional amount | $ 39,179 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses | $ 190,016 | $ 322,833 |
Loss from operations | (190,016) | (322,833) |
Total operating income expenses, net | (259,505) | (235,337) |
Discontinued Operation [Member] | ||
Revenue | 79,665 | |
Cost of revenue | 22,199 | |
Gross Profit | 57,466 | |
Operating expenses | 3,497 | 296,899 |
Loss from operations | (3,497) | (239,433) |
Other income (expenses) | (50,986) | (40,778) |
Total operating income expenses, net | $ (54,483) | $ (280,211) |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Discontinued operations: | ||
Property and equipment, net | $ 5,385 | |
Total assets | 5,385 | |
Cash overdraft | 6,565 | |
Trade and other payable | 1,035,072 | |
Deposit payable | 4,622 | |
Trade financing | 305,874 | |
Accrued interest | 140,819 | |
Total liabilities | $ 1,492,952 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details 2) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Discontinued operations: | ||
Property, plant and equipment | $ 30,081 | |
Accumulated depreciation | (24,696) | |
Property and equipment, net | $ 5,385 |
DISCONTINUED OPERATIONS (Deta_4
DISCONTINUED OPERATIONS (Details 3) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Discontinued operations: | ||
Trade payable | $ 446,427 | |
Payroll payable | 241,994 | |
Payroll taxes | 219,195 | |
Employee benefits | 92,837 | |
Other liabilities | 34,619 | |
Trade and other payable, net | $ 1,035,072 |
DISCONTINUED OPERATIONS (Deta_5
DISCONTINUED OPERATIONS (Details 4) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Trade financing | $ 305,874 | |
January 7, 2013 [Member] | ||
Trade financing | 49,454 | |
August 14, 2014 [Member] | ||
Trade financing | 128,468 | |
November 2, 2016 [Member] | ||
Trade financing | 17,981 | |
November 3, 2016 [Member] | ||
Trade financing | 2,601 | |
November 29, 2016 [Member] | ||
Trade financing | $ 107,370 |
DISCONTINUED OPERATIONS (Deta_6
DISCONTINUED OPERATIONS (Details 5) | Jun. 28, 2019USD ($) |
Assets given up by Banjo & Matilda Inc. | |
Assets of discontinued operations (Banjo & Matilda USA, Inc.) | $ 4,160 |
Assets of discontinued operations (Banjo & Matilda Australia Pty LTD) | 145 |
Investment in Banjo & Matilda Australia Pty LTD | 4,626,385 |
Loans from Banjo & Matilda Inc. to Banjo & Matilda Australia Pty LTD | 799,656 |
Total assets given up | 5,430,346 |
Liabilities assumed by WNPAU Pty Ltd. | |
Liabilities of discontinued operations (Banjo & Matilda USA, Inc.) | 1,449,490 |
Assets of discontinued operations (Banjo & Matilda Australia Pty LTD) | 96,903 |
Total liabilities assumed | 1,546,393 |
Loss on disposition of discontinued operations | $ 3,883,952 |
DISCONTINUED OPERATIONS (Deta_7
DISCONTINUED OPERATIONS (Details Narrative) | Nov. 03, 2016USD ($) | Nov. 02, 2016USD ($) | Aug. 14, 2014USD ($) | Nov. 29, 2016USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jan. 07, 2013AUD ($) |
Depreciation | $ 1,080 | $ 2,144 | |||||
Accrued interest | 74,605 | 55,998 | |||||
Trade financing | 305,874 | ||||||
Settlement obligation | $ 250,000 | 250,000 | |||||
Consignment Agreement One [Member] | |||||||
Debt default, description | the loan was in default and charged an interest rate of 12% per annum. | ||||||
Interest expense | $ 12,743 | 12,884 | |||||
Accrued interest | 28,007 | 28,007 | |||||
Balance outstanding loan | 107,370 | 40,750 | |||||
Purchase price | $ 26,313 | ||||||
Purchase amount | 21,928 | ||||||
Difference between purchase amount and purchase price | 4,385 | ||||||
Merchant Agreement [Member] | |||||||
Interest expense | 6,996 | 7,000 | |||||
Accrued interest | 18,663 | 11,667 | |||||
Balance outstanding loan | 17,981 | ||||||
Purchase price | $ 35,000 | ||||||
Purchase amount | $ 47,250 | ||||||
Excess of purchase amount over the purchase price, term | 21 months | ||||||
Financial agreement One [Member] | |||||||
Accrued interest | 78,125 | 58,493 | |||||
Trade financing | 128,468 | ||||||
Purchase And Sale Agreement [Member] | |||||||
Interest expense | 412 | 624 | |||||
Accrued interest | 6,022 | 5,610 | |||||
Balance outstanding loan | $ 2,601 | $ 2,601 | |||||
Purchase price | $ 50,000 | ||||||
Purchase amount | $ 72,500 | ||||||
Excess of purchase amount over the purchase price, term | 9 months | ||||||
Interest rate | 16.00% | 16.00% | |||||
Payment for purchase and sale agreement | $ 72,500 | ||||||
Payment to lender, daily | $ 575 | ||||||
Financial agreement [Member] | |||||||
Interest expense | $ 19,532 | $ 19,531 | |||||
Balance outstanding loan | $ 49,454 | $ 49,454 | |||||
Interest rate | 20.95% | ||||||
Settlement obligation | $ 165,523 | ||||||
Agreement amount | $ 200,000 | ||||||
Total maximum facility | $ 1,500,000 | ||||||
Sales invoiced | 1,000,000 | ||||||
Purchase order financing | $ 500,000 | ||||||
Trade finance agreement description | Original term was 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. | ||||||
Consignment Agreement [Member] | |||||||
Purchase price | 133,342 | ||||||
Purchase amount | 114,888 | ||||||
Difference between purchase amount and purchase price | $ 18,454 |
ACCRUED COMPENSATION, RELATED_3
ACCRUED COMPENSATION, RELATED PARTIES (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Trade and other payables | $ 576,290 | $ 441,290 |
Officer compensation [Member] | ||
Trade and other payables | 356,198 | 221,196 |
Payroll payable [Member] | ||
Trade and other payables | $ 220,094 | $ 220,094 |
TRADE FINANCING (Details Narrat
TRADE FINANCING (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jul. 18, 2018 | Mar. 19, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 04, 2017 | |
Accrued interest | $ 74,605 | $ 55,998 | |||
Debt Conversion, Converted Instrument, Shares Issued | 758,672 | ||||
Note Purchase Agreement [Member] | |||||
Accrued interest | 26,480 | 14,253 | |||
Debt Conversion, Converted Instrument, Shares Issued | 3,418,889 | ||||
Balance outstanding loan | $ 56,194 | 56,194 | |||
Interest rate | 18.00% | ||||
Written down debt interest | 349 | ||||
Written down debt principal | $ 126 | ||||
Agreement amount | $ 65,000 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Loan payable | $ 580,875 | $ 580,875 |
Loan Payable [Member] | December 2013 [Member] | ||
Loan payable | 81,993 | 81,993 |
Loan Payable [Member] | June 2015 [Member] | ||
Loan payable | $ 498,882 | $ 498,882 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 19, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accrued interest | $ 74,605 | $ 55,998 | |
Debt conversion | 758,672 | ||
Interest expense | (189,117) | (235,337) | |
December 2013 [Member] | |||
Accrued interest | 233,865 | 173,939 | |
Interest expense | 59,926 | 45,484 | |
Written down debt principal | 20,152 | ||
Written down debt interest | 42,749 | ||
Outstanding balance, Short-term loan arrangement | 81,994 | 81,994 | |
Note require interest payment | 5,000 | ||
Interest chargeable amount per day | 166 | ||
Short-term loan arrangement, Amount | $ 100,000 | ||
Debt conversion | 200,358 | ||
Debt description | Terms of the note require interest payment of $5,000 on the repayment date, 30 days after the note date. | ||
June 2015 [Member] | |||
Accrued interest | $ 250,222 | 141,671 | |
Written down debt principal | 1,118 | ||
Outstanding balance, Short-term loan arrangement | $ 498,882 | 498,882 | |
Debt conversion | 31,086,911 | ||
Debt description | The note bears interest at the rate of 18% per annum and was due on or before July 1, 2017. | ||
Interest expense | $ 108,551 | $ 82,575 | |
Common stock price per share | $ 0.08 | ||
Interest rate | 18.00% | ||
Common stock warrant purchase | 6,000,000 | ||
Promissory note payable | $ 500,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Convertible Notes Payable | $ 171,814 | $ 143,454 |
Convertible Notes Payable [Member] | ||
Convertible Notes Payable - August 2014 to February 2019 | 87,689 | 58,570 |
Convertible Notes Payable - August 2016 to June 2018 | $ 84,125 | $ 84,884 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Face value | $ 87,689 |
Convertible Notes Payable [Member] | August 2014 To October 2018 [Member] | |
Face value | $ 19,000 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | 20% Discount to Market |
Issuance date | Aug. 9, 2014 |
Convertible Notes Payable One [Member] | August 2014 To October 2018 [Member] | |
Face value | $ 7,500 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | 30% Discount to Market |
Issuance date | Dec. 12, 2014 |
Convertible Notes Payable Two [Member] | August 2014 To October 2018 [Member] | |
Face value | $ 31,700 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .01 Per Share |
Issuance date | Jun. 22, 2018 |
Convertible Notes Payable Three [Member] | August 2014 To October 2018 [Member] | |
Face value | $ 8,006 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .01 Per Share |
Issuance date | Sep. 20, 2018 |
Convertible Notes Payable Four [Member] | August 2014 To October 2018 [Member] | |
Face value | $ 7,972 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .01 Per Share |
Issuance date | Oct. 23, 2018 |
Convertible Notes Payable Five[Member] | August 2014 To October 2018 [Member] | |
Face value | $ 4,511 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .01 Per Share |
Issuance date | Feb. 19, 2019 |
Convertible Notes Payable Six [Member] | August 2014 To October 2018 [Member] | |
Face value | $ 9,000 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .01 Per Share |
Issuance date | May 1, 2019 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details 2) | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Face value | $ 84,125 |
Convertible Notes Payable [Member] | October 2015 to May 2018 [Member] | |
Face value | $ 10,000 |
Issuance date | Oct. 28, 2015 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | 20% Discount to Market; floor of .03 per share |
Convertible Notes Payable One [Member] | October 2015 to May 2018 [Member] | |
Face value | $ 23,000 |
Issuance date | Aug. 12, 2016 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .03 Per Share |
Convertible Notes Payable Two [Member] | October 2015 to May 2018 [Member] | |
Face value | $ 15,000 |
Issuance date | Jan. 2, 2017 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .03 Per Share |
Convertible Notes Payable Three [Member] | October 2015 to May 2018 [Member] | |
Face value | $ 22,125 |
Issuance date | Feb. 9, 2017 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | Fixed Price of .03 Per Share |
Convertible Notes Payable Four [Member] | October 2015 to May 2018 [Member] | |
Face value | $ 14,000 |
Issuance date | May 18, 2018 |
Interest Rate | 6.00% |
Term | 9 months |
Conversion Terms | 20% Discount to Market |
CONVERTIBLE NOTES PAYABLE (De_4
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 19, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Debt conversion | 758,672 | ||
Accrued interest | $ 74,605 | $ 55,998 | |
March 19, 2018 [Member] | Note Holder One [Member] | |||
Outstanding balance, Short-term loan arrangement | $ 84,125 | 84,884 | |
Debt conversion | 29,360 | ||
Accrued interest | $ 10,884 | 5,892 | |
Interest expense | 4,992 | 2,902 | |
Written down debt principal | 10,758 | ||
Written down debt interest | 894 | ||
March 19, 2018 [Member] | Note Holder [Member] | |||
Outstanding balance, Short-term loan arrangement | $ 87,689 | 58,570 | |
Debt conversion | 42,128 | ||
Accrued interest | $ 9,962 | 5,413 | |
Interest expense | 4,549 | 5,144 | |
Written down debt principal | 9,630 | ||
Written down debt interest | $ 1,940 |
CONVERTIBLE NOTES PAYABLE FRO_2
CONVERTIBLE NOTES PAYABLE FROM RELATED PARTIES (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2018USD ($) | Mar. 19, 2018shares | Jun. 30, 2019USD ($)$ / shares | Jun. 30, 2018USD ($) | Jun. 30, 2019AUD ($) | |
Loan from related parties | $ 320,730 | $ 320,730 | $ 320,730 | ||
Interest rate description | The interest rate increased from 18% per annum to 22% per annum due to the loan default as of April 30, 2017 | ||||
Accrued interest | 55,998 | $ 74,605 | 55,998 | ||
Additional Convertible note debt | 80,909 | ||||
Debt conversion | shares | 758,672 | ||||
Amortization of debt discount | 50,135 | ||||
Interest expense | $ (189,117) | (235,337) | |||
In March, 2015 [Member] | |||||
Accrued interest | $ 526,272 | ||||
Interest Rate | 18.00% | ||||
Maturity date | Apr. 30, 2017 | ||||
Common stock price per share | $ / shares | $ 0.05 | ||||
In April 2016 [Member] | |||||
Interest principal payment weekly | 9,929 | ||||
Related Party Payable [Member] | |||||
Accrued interest | 172,826 | $ 242,613 | 172,826 | ||
Interest Rate | 15.00% | ||||
Amortization of debt discount | 15,432 | $ 0 | |||
Loan from related parties | 123,141 | $ 123,141 | 123,141 | ||
Discount rate, description | The outstanding balance, including accrued interest, may be converted into common shares of Banjo & Matilda, Inc. at a discount of 10% to last 30 days average share priced rate | ||||
Maturity date | Jun. 30, 2014 | ||||
Written down debt principal | 66,599 | 66,599 | |||
Written down debt interest | 35,887 | 35,887 | |||
Interest expense | $ 69,787 | 63,967 | |||
Related Party Payable [Member] | Convertible Note [Member] | |||||
Outstanding balance, Short-term loan arrangement | $ 370,000 | ||||
Related Party Payable [Member] | Minimum [Member] | |||||
Interest Rate | 6.00% | ||||
Related Party Payable [Member] | Maximum [Member] | |||||
Interest Rate | 15.00% | ||||
Related Party Payable [Member] | Lender [Member] | |||||
Written down debt principal | 47,485 | 47,485 | |||
Written down debt interest | $ 21,594 | 21,594 | |||
Interest expense | $ 18,607 | $ 20,332 |
SETTLEMENT PAYABLE (Details Nar
SETTLEMENT PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Settlement Payable | $ 250,000 | $ 250,000 |
Settlement Agreements [Member] | February 28, 2018 [Member] | ||
Settlement Payable | $ 250,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - Lease Agreements [Member] | 12 Months Ended |
Jun. 30, 2019ft² | |
Duration of lease | 63 months |
Area leased | 2,911 |
Base rent | 18/sq. ft. |
Increase in base rent, Annually | 3.00% |
Description of place leased | the Research Park at Florida Atlantic University (FAU) in Boca Raton, Florida. The 70-acre Research Park is adjacent to the Boca Raton Airport and part is of the National Science Foundation’s Industry/University Cooperative Research Center Program called the Center for Advanced Knowledge Enablement (CAKE). |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | |||
Nov. 15, 2013 | Jun. 30, 2019 | Jun. 30, 2018 | Nov. 15, 2016 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 | ||
Common stock, shares outstanding | 69,584,149 | 69,584,149 | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common Stock Value | $ 695 | $ 695 | ||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||
Preferred stock, shares issued | 1,000,000 | |||
Preferred stock par value | $ 0.00001 | |||
Preferred stock voting description | The preferred shares shall be entitled to 100 votes to every one share of common stock | |||
Treasury Stock, Preferred, Shares | 1,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Mar. 19, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||
Debt conversion | 758,672 | |||
Subsequent Event [Member] | Convertible Note Payable [Member] | September 24 2019 [Member] | ||||
Issuance of debt | $ 10,000 | |||
Conversion price per share | $ 0.01 | |||
Interest rate | 6.00% | |||
Subsequent Event [Member] | Convertible Note Payable [Member] | September 24 2019 [Member] | Minimum [Member] | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.0033333 | |||
Subsequent Event [Member] | Convertible Note Payable [Member] | July 16 2019 [Member] | ||||
Issuance of debt | $ 14,500 | |||
Conversion price per share | $ 0.01 | |||
Interest rate | 6.00% | |||
Subsequent Event [Member] | Convertible Note Payable [Member] | July 16 2019 [Member] | Minimum [Member] | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.0033333 | |||
Subsequent Event [Member] | Ben Macpherson [Member] | ||||
Preferred stock returned to company by related party | 1,000,000 | |||
Payroll Amount forgiven by related party | $ 135,000 | |||
Subsequent Event [Member] | Noteholder One [Member] | ||||
Convertible debt instrument, accrued interest converted amount | $ 12,734 | |||
Convertible debt instrument, principal amount | 127,690 | |||
Subsequent Event [Member] | Noteholder [Member] | ||||
Convertible debt instrument, accrued interest converted amount | 13,740 | |||
Convertible debt instrument, principal amount | $ 84,125 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 3,500,000 | |||
Rights of share holders, description | Holders will have a right to elect a majority of board members until September 30, 2021 and September 30, 2022. They will vote together with common holders as a single class with each share entitled to 1,000 votes until September 30, 2022. No voting rights after September 30, 2022. | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Noteholder One [Member] | Settlement Agreement [Member] | ||||
Debt conversion | 42,128 | |||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Noteholder [Member] | Settlement Agreement [Member] | ||||
Debt conversion | 29,360 |