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. |