Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Sep. 25, 2017 | Dec. 31, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Generation NEXT Franchise Brands, Inc. | ||
Entity Central Index Key | 1,526,689 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 38,235,783 | ||
Entity Public Float | $ 2,405,894 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash | $ 1,751,022 | $ 409,706 |
Cash in escrow | 1,500 | 208,767 |
Accounts receivable, net | 12,947,611 | 2,411,346 |
Deferred costs | 196,317 | 394,563 |
Inventories, net | 252,492 | 318,707 |
Prepaid expenses and other current assets | 305,508 | 479,559 |
Total current assets | 15,454,450 | 4,222,648 |
Property and equipment: | ||
Equipment | 125,000 | |
Computer hardware and software | 148,693 | 145,060 |
Furniture and fixtures | 44,065 | 50,725 |
Intangible intellectual property | 2,440,000 | |
Leasehold improvements | 22,846 | 22,846 |
Property, Plant and Equipment, Gross | 2,780,604 | 218,631 |
Less accumulated depreciation and amortization | (364,791) | (124,033) |
Total property and equipment, net | 2,415,813 | 94,598 |
Deposits | 32,904 | 32,904 |
Total assets | 17,903,167 | 4,350,150 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,727,873 | 1,172,978 |
Customer advances and deferred revenues | 25,042,850 | 8,062,982 |
Provision for franchisee rescissions and refunds | 2,692,618 | 1,844,176 |
Accrued personnel expenses | 391,072 | 266,926 |
Notes payable, net of discount of $169,542 in 2017 and $0 in 2016 | 1,710,291 | 1,357,666 |
Derivative liability | 560,007 | 336,027 |
Due to related party, net of discount of $0 in 2017 and $193,766 in 2016 | 649,966 | 740,330 |
Deferred rent | 19,375 | 11,497 |
Total current liabilities | 33,794,052 | 13,792,582 |
Note payable - long term | 1,333,333 | |
Commitments and contingencies (Notes 6 and 10) | ||
Stockholders' deficit: | ||
Preferred stock; $0.001 par value; 25 million shares authorized; no shares issued and outstanding | ||
Common stock; $0.001 par value; 100 million shares authorized; 34,826,646 outstanding at June 30, 2017 | 34,825 | 27,916 |
Additional paid-in capital | 6,722,850 | 3,242,250 |
Accumulated deficit | (23,981,893) | (12,712,598) |
Total stockholders' deficit | (17,224,218) | (9,442,432) |
Total liabilities and stockholders' deficit | $ 17,903,167 | $ 4,350,150 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Statement Of Financial Position [Abstract] | ||
Discount on notes payable (in dollars) | $ 169,542 | $ 0 |
Discount on related party (in dollars) | $ 0 | $ 193,766 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 34,826,646 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||
Vending machine sales, net | $ 3,346,776 | $ 4,537,463 |
Franchise fees | 307,159 | 382,992 |
Company owned machines | 140,690 | 294,565 |
Agency sales (net) | 88,826 | 93,933 |
Other | 394,937 | 376,246 |
Total revenues | 4,278,388 | 5,685,199 |
Cost of revenues | 1,960,074 | 3,138,422 |
Gross margin | 2,318,314 | 2,546,777 |
Operating expenses: | ||
Personnel | 4,062,660 | 3,066,888 |
Marketing | 2,289,465 | 1,111,402 |
Professional fees | 1,218,960 | 481,133 |
Insurance | 262,969 | 258,312 |
Rent | 228,714 | 200,944 |
Depreciation and amortization | 243,416 | 90,071 |
Stock compensation | 401,878 | 307,440 |
Research and Development | 1,637,484 | 7,567 |
Provision for Legal Settlement | 1,056,629 | 152,954 |
Other | 1,398,509 | 823,094 |
Total operating expenses | 12,800,684 | 6,499,805 |
Loss from operations | (10,482,370) | (3,953,028) |
Other expenses: | ||
Interest expense | (257,921) | (261,898) |
Accretion of discount on notes payable | (300,224) | (560,027) |
Loss on conversion of franchisee debt to stock | (263,338) | |
Derivative liability | (223,980) | (44,620) |
Total other expenses | (782,125) | (1,129,883) |
Loss before provision for income taxes | (11,264,495) | (5,082,911) |
Provision for income tax | 4,800 | 4,800 |
Net loss | $ (11,269,295) | $ (5,087,711) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.39) | $ (0.19) |
Weighted average shares used in computing net loss per share - basic and diluted (in shares) | 29,252,793 | 27,210,290 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2015 | $ 26,783 | $ 2,072,422 | $ (7,624,887) | $ (5,525,682) |
Balance (in shares) at Jun. 30, 2015 | 26,784,767 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock to employee | $ 62 | 21,500 | 21,562 | |
Issuance of common stock to employee (in shares) | 62,499 | |||
Stock-based compensation | 285,878 | 285,878 | ||
Exercise of warrants on $375,000 convertible loan | $ 102 | 106,331 | 106,433 | |
Exercise of warrants on $375,000 convertible loan (in shares) | 101,849 | |||
Issuance of common stock to franchisees in lieu of debt repayment | $ 969 | 192,781 | 193,750 | |
Issuance of common stock to franchisees in lieu of debt repayment (in shares) | 968,750 | |||
Loss on issuance of stock in lieu of debt repayment | 263,338 | 263,338 | ||
Beneficial conversion feature on related party note | 300,000 | $ 300,000 | ||
Exercise of stock options | $ 61 | (61) | ||
Exercise of stock options (in shares) | 60,715 | 100,000 | ||
Net loss | (5,087,711) | $ (5,087,711) | ||
Balance at Jun. 30, 2016 | $ 27,977 | 3,242,189 | (12,712,598) | (9,442,432) |
Balance (in shares) at Jun. 30, 2016 | 27,978,580 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 401,878 | 401,878 | ||
Value of warrant issued in connection with notes payable | 174,000 | 174,000 | ||
Conversion of note payable to common stock | $ 1,326 | 210,805 | 212,131 | |
Conversion of note payable to common stock (in shares) | 1,325,821 | |||
Common stock issued in connection with notes payable | $ 75 | 56,925 | $ 57,000 | |
Common stock issued in connection with notes payable (in shares) | 75,000 | |||
Exercise of stock options | $ 162 | (162) | ||
Exercise of stock options (in shares) | 162,245 | 215,000 | ||
Issuance of common stock for cash | $ 4,685 | 2,343,215 | $ 2,347,900 | |
Issuance of common stock for cash (in shares) | 4,685,000 | |||
Issuance of common stock subscription receivable | $ 600 | 294,000 | 294,600 | |
Issuance of common stock subscription receivable (in shares) | 600,000 | |||
Net loss | (11,269,295) | (11,269,295) | ||
Balance at Jun. 30, 2017 | $ 34,825 | $ 6,722,850 | $ (23,981,893) | $ (17,224,218) |
Balance (in shares) at Jun. 30, 2017 | 34,826,646 | 34,826,646 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Convertible loan | $ 375,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (11,269,295) | $ (5,087,711) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 243,416 | 90,071 |
Interest accretion on notes payable discount | 300,224 | 560,027 |
Loss on conversion of franchisee refund | 263,338 | |
Loss on derivative liability | 223,980 | 44,620 |
Issuance of common stock to employee | 21,562 | |
Stock-based compensation | 401,878 | 285,878 |
Loss (gain) on sales and disposals of property and equipment | (2,658) | 29,134 |
Deferred rent | 7,878 | 10,057 |
Bad debt expense | 38,063 | 59,955 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,274,328) | (403,540) |
Deferred costs | 198,246 | 490,322 |
Inventories | 66,215 | 192,784 |
Prepaid expenses and other assets | 174,051 | (389,897) |
Deposits | 8,889 | |
Accounts payable and accrued liabilities | 1,600,026 | 125,303 |
Customer advances and deferred revenues | 16,979,868 | 1,634,826 |
Provision for franchisee rescissions and refunds | 848,442 | 1,462,176 |
Accrued personnel expenses | 124,146 | 45,732 |
Cash flows used in operating activities | (339,848) | (556,474) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (561,973) | (82,486) |
Cash flows used in investing activities | (561,973) | (82,486) |
Cash flows from financing activities: | ||
Amounts received from related party | 209,931 | 839,096 |
Repayments of advances from related party | (494,061) | |
Proceeds from issuance of notes payable | 300,000 | |
Repayment of notes payable | (322,500) | |
Proceeds from issuance of common stock for cash | 2,342,500 | |
Cash flows provided by financing activities | 2,035,870 | 839,096 |
Change in cash and restricted cash | 1,134,049 | 200,136 |
Cash and restricted cash, beginning of year | 618,473 | 418,337 |
Cash and restricted cash, end of year | 1,752,522 | 618,473 |
Cash paid for: | ||
Interest expense | 66,867 | 128,319 |
Income taxes | 4,800 | 800 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Transfer of corporate machines from fixed assets to inventory | 222,212 | |
Conversion of debt to common stock | 212,131 | |
Exercise of cashless warrants | 106,433 | |
Note payable issued for purchase of intangible assets | 2,000,000 | |
Issuance of common stock in connection with bridge loan | 57,000 | |
Issuance of common stock in lieu of franchisee liability payments | 193,750 | |
Debt discounts | 276,000 | 560,027 |
Value of stock issued in connection with notes payable | 174,000 | |
Stock subscriptions receivable | 300,000 | |
Exercise of cashless stock options | $ 162 | $ 61 |
Organization and description of
Organization and description of business | 12 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | 1. Organization and description of business Generation NEXT Franchise Brands, Inc. (formerly known as Fresh Healthy Vending International, Inc. and referred to herein collectively with its subsidiaries as "we", the "Company", "our Company", or "GNext") operates through its wholly-owned subsidiaries, Fresh Healthy Vending LLC ("FHV LLC"), The Fresh and Healthy Vending Corporation, FHV Acquisition Corp. ("FHV Acquisition") and our newly formed subsidiaries, Reis & Irvy’s, Inc. (“R&I”), 19 Degrees, Inc. and Generation Next Vending Robots, Inc. as a franchisor, direct seller and owner and operator of frozen yogurt Robots, healthy drink and snack vending machines and micro markets that feature cashless payment devices and remote monitoring software. The Company uses in-house location specialists that are responsible for securing locations for its franchisees; additionally, the Company has negotiated discounts with a national product distribution chain. The Company also operates its own frozen yogurt equipment. Effective May 2016, the Company discontinued new franchise sales of its healthy drink and snack vending machines and micro markets. We will no longer market our vending machines and micro markets to new franchisees. We will however, continue to service and support our current FHV LLC franchisees. During fiscal 2017, we obtained the exclusive rights in the USA (excluding Puerto Rico) and Canada for a new frozen yogurt vending machine robot, branded Reis & Irvy’s. As of June 30, 2017, we have received approval to sell franchises in a number of U.S. states and Canada and have booked a net 731 units aggregating approximately $25 million in deferred revenues. As of June 30, 2017, and through the date of this report, the Company has not yet delivered any frozen yogurt vending machines. The Company is in the process of redeveloping the next generation frozen yogurt robot and has spent $1.6 million in research and development expenses through June 30, 2017. The Company will continue to incur additional research and development expenses. On December 29, 2016, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Robofusion, Inc. (“RFI”), whereby the Company acquired the intellectual property assets of RFI, a developer of robotic-kiosk vending technology, primarily frozen yogurt vending kiosks/cubes, using RFI's trademarked name of Reis & Irvy's (the “Acquisition”). Pursuant to the Agreement, the Company provided RFI, and its designees, a cash payment of $440,000, The Company also issued to RFI a three-year, $2 million note and a five-year common stock purchase warrant for 1,520,000 shares with a strike price of $0.50 per share. Furthermore, certain RFI Officers, Directors and Shareholders will be subject to a five-year, non-compete agreement. Also, the Agreement provides for indemnification and set off of up to $1 million, under certain circumstances. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Jun. 30, 2017 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of Accounting The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“ GAAP SEC Liquidity and capital resources For the year ended June 30, 2017 the Company had a net loss of $11,269,295. We had negative cash flows from operations totaling $339,848. Our cash balance at June 30, 2017 was $1,751,022. Since the date of the closing of the Acquisition, our orders and installations of machines were less than anticipated and the resulting cash flows from franchisee sales was not sufficient to cover expenditures associated with our ongoing operations. Also, we have used cash on hand to retire liabilities associated with the franchisee rescissions in California (see Legal above) and other franchisee refunds. To provide adequate liquidity for our continuing operations, we need to obtain additional capital in the form of either debt or equity (or a combination thereof) financing. Although management believes that it will be able to obtain such financing on terms acceptable to the Company, no assurance can be given that we will be successful in doing so. Our current plans include capital expenditures for the purchase of corporate-owned and operated frozen yogurt robots and the repurchase of machines from franchisees opting to rescind their franchise agreements. Given our current cash position, we may be forced to curtail our plans by delaying or suspending the purchase of Robots for our corporate operations. Principles of consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, FHV LLC, The Fresh and Healthy Vending Corporation, FHV Acquisition, Corp. and its newly formed subsidiaries, Reis & Irvy’s, Inc., 19 Degrees, Inc. and Generation Next Vending Robots. All significant intercompany accounts and transactions are eliminated. Concentration of credit risk The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees for machine purchases, franchise fees, royalty income, and other products. The financial condition of these franchisees is largely dependent upon the underlying business trends of our brands and market conditions within the vending industry. This concentration of credit risk is mitigated, in part, by the large number of franchisees of each brand and the short-term nature of the receivables. Use of estimates The preparation of our Company’s financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ significantly from those estimates. Significant estimates include our provisions for bad debts, franchisee rescissions and refunds, legal estimates, volatility in the Black Scholes model, valuation model of derivative liability, stock compensation and the valuation allowance on deferred income tax assets. It is at least reasonably possible that a change in the estimates will occur in the near term. Revenue recognition Our primary revenue generating transactions come from the sale of franchises and vending machines and micro markets to the franchisees. There are no franchise fees charged beyond the initial first year franchise fees. We receive ongoing royalty fees and annual advertising fees as a percentage of either franchisees’ gross revenues or gross margins on vending machine sales. We recognize revenues and associated costs in connection with franchisees (machines and franchise fees) at the time that we have substantially performed or satisfied all material services or conditions relating to the franchise agreement. We consider substantial performance to have occurred when: 1) no remaining obligations are unfulfilled under the franchise agreement; 2) there is no intent to refund any cash received or to forgive any unpaid amounts due from franchisees; 3) all of the initial services spelled out in the franchise agreement have been performed; and 4) we have met all other material conditions or obligations. Revenues and expenses from product sales to franchisees are roughly equivalent and are accounted for on a net basis in the accompanying consolidated statements of operations as agency sales, net. During fiscal 2015, the Company changed the process by which franchisees order products. Currently, all franchisees order directly from our national distributor and the Company receives a commission of 5% on those purchases. We recognize the commission when earned. The Company recognizes revenue on product sales of company-owned machines when products are purchased; we receive electronic sales records on our company- owned units. We recognize royalty fees as revenue when earned. Advertising fees are recorded as a liability until marketing expenditures are incurred. The Company records the amount of a franchise sale, machines and franchise fees, as deferred revenue until the conditions above have been met. Once the machines are installed, the Company records the corresponding machine and franchise fee as revenue, on a pro rata basis based on the number of machines installed relative to the total machines purchased. The Company records the value of company-owned machines as inventory when purchased. Once the machines are installed, the machine value is transferred to fixed assets and depreciated over its useful life. As of June 30, 2017, we had three company-owned frozen yogurt vending robots in operation. It is not our policy to allow for returns, discounts or warranties to our franchisees. Under certain circumstances, including as the result of regulatory action, our Company may become obligated to offer our franchisees amounts in rescission to reacquire their existing franchises, including machines. Additionally, if our Company is unable to fulfill its obligations under a franchise agreement we may, at our sole discretion, agree to refund or reduce part or all of a franchisees payments or commitments to pay. As of June 30, 2017 and 2016, the Company’s provision for franchisee rescissions and refunds totaled $2,692,618 and $1,844,176, respectively. There are warranties extended by the machine manufacturer and its distributors, but required repairs to the machines are the responsibility of the franchisees. To the extent the machines remain under warranty, our franchisees transact directly with the manufacturer or its distributor. Vending franchise contracts We invoice franchisees in full at the time that we enter into contractual arrangements with them. Payment terms vary but usually a significant portion of the contract’s cash consideration (typically 40% of amounts due for vending machines plus 100% of the initial franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are generally due upon our locating 50% of the sites for the vending machines and micro markets. A typical ten unit franchise contract would include the following: Franchise fee per machine: $1,250 Cost per machine: $10,000 Total franchise cost: $112,500 ($1,250 X 10 + $10,000 X 10) Initial payment upon signing contract: $52,500 (100% of franchise fees of $12,500 + 40% of machine cost of $100,000) Upon the signing of the contract, the Company records the initial payment of $52,500 to cash, with the remaining contract value of $60,000 to accounts receivable and records the total contract value of $112,500 to deferred revenue. Frozen yogurt franchise contracts We invoice franchisees in full at the time that we enter into contractual arrangements with them. Payment terms vary but usually a significant portion of the contract’s cash consideration (typically 40% - 50% of amounts due for vending machines plus 50% - 100% of the initial franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are generally due on a pro rata basis upon our locating the sites for the frozen yogurt robots. A typical three unit franchise contract would include the following: Franchise fee per machine: $5,000 Location fee per machine: $2,500 Cost per machine: $42,500 Total franchise cost: $150,000 ($5,000 X 3 + $2,500 X 3 + 42,500 X 3) Initial payment upon signing contract: $69,000 (100% of franchise fees of $15,000 + 40% of location fees of $7,500 + 40% of machine cost of $127,500) Upon the signing of the contract, the Company records the initial payment of $69,000 to cash, with the remaining contract value of $81,000 to accounts receivable and records the total contract value of $150,000 to deferred revenue. Amounts invoiced to franchisees for which we have not met the criteria for revenue recognition as discussed above, are deferred until such conditions are met. Therefore, these amounts are accounted for as accounts receivable, deferred costs, and customer advances and deferred revenues, respectively in the accompanying consolidated financial statements. As of June 30, 2017, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $12,947,611, $196,317 and $25,042,850, respectively. As of June 30, 2016, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $2,411,346, $394,563 and $8,062,982, respectively. Deferred revenue consisted of the following as of June 30, 2017 and 2016. As of June 30 2017 2016 Vending machines - new $ 793,559 $ 4,449,950 Vending machines - used 46,750 282,887 Micro markets - new - 213,500 Franchise fees 118,011 682,145 Frozen yogurt robots 23,997,780 2,427,500 Other 86,750 7,000 $ 25,042,850 $ 8,062,982 Cash and cash equivalents We consider all investments with an original maturity of three months or less to be cash equivalents. When present, cash equivalents primarily represent funds invested in money market funds, bank certificates of deposit and U.S. government debt securities whose cost equals fair market value. We had no cash equivalents at June 30, 2017 and 2016. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2017, bank balances, per our bank, exceeding federally insured limits totaled $1,501,328. We have not experienced any losses with respect to cash, and we believe our Company is not exposed to any significant credit risk with respect to our cash. Certain states require the Company to maintain customer deposits in escrow accounts until the Company has substantially performed its obligations. Furthermore, certain franchisees have elected to pay their remaining balance due directly to an escrow account for the beneficiary of the Company’s contract manufacturer. At June 30, 2017 and 2016, the Company had $1,500 and $208,767, respectively maintained in escrow accounts for these purposes. Accounts receivable, net Accounts receivable arise primarily from invoices for customer deposits, and product orders and are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts. We grant unsecured credit to our customers (located throughout North America, the Bahamas and Puerto Rico) deemed credit worthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts. Our allowance for doubtful accounts aggregated $198,710 and $160,647 at June 30, 2017 and 2016, respectively. Inventories and deferred costs Inventories consist of vending machines and micro markets held for sale, and vending machine parts held for resale, and is valued at the lower of cost or market, with cost determined using the average cost method. Property and equipment Property and equipment consists primarily of patents and trademarks and computer and office equipment and software used in our operations. Property and equipment is carried at cost and depreciated using the straight-line method over their estimated useful lives of the individual assets (generally five to seven years and the remaining useful lives of intangibles). Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful life of the asset. Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. Depreciation and amortization expense for the years ended June 30, 2017 and 2016 totaled $243,416 and $90,071, respectively. Impairment of long-lived assets We record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair value of the assets. There were no impairments of long-lived assets for the years ended June 30, 2017 and 2016, respectively. License fee The Company initially recorded $395,000 related to the exclusive license fee and purchase of frozen yogurt robots from Robofusion, Inc. as a prepaid expense. In connection with the acquisition of the Robofusion intellectual property in December 2016, the Company charged this amount to operations (see Note 10). Intangible assets We evaluate the remaining useful life of our intangible assets to determine whether current events and circumstances continue to support their remaining useful life. In addition, all of our intangible assets are tested for impairment annually. We first assess qualitative factors to determine whether it is more likely than not that an intangible asset is impaired. In the event we were to determine that the carrying value of an intangible asset would more likely than not exceed its fair value, quantitative testing would be performed which consists of a comparison of the fair value of each intangible asset with its carrying value, with any excess of carrying value over fair value being recognized as an impairment loss. Intangible assets consist primarily of patents, trademarks and trade names. Amortization of intangible assets is recorded as amortization expense in the consolidated statements of operations and amortized over the respective useful lives using the straight-line method. Management makes adjustments to the carrying amount of such intangible assets acquired if they are deemed to be impaired using the methodology for long-lived assets, or when such assets are reduced or terminated. Deferred rent We entered into an operating lease for our corporate offices in San Diego, California that contains provisions for future rent increases, leasehold improvement allowances and rent abatements. We record monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between the rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected as a separate line item in the accompanying consolidated balance sheet. Effective, August 1, 2015, the Company entered into a new seven year lease agreement for its corporate operations and warehouse facilities (see Note 9). Marketing and advertising We expense marketing and advertising costs as incurred. We have no existing arrangements under which we provide or receive marketing and advertising services from others for any consideration other than cash. Marketing and advertising expense totaled $2,289,465 and $1,111,402 for the years ended June 30, 2017 and 2016, respectively. Freight costs and fees Outbound freight charged to customers is recorded as revenue. The related outbound freight costs are considered period costs and charged to cost of revenues. Income taxes The Company provides for income taxes utilizing the liability method. Under the liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits. Tax rate changes are reflected in the computation of the income tax provision during the period such changes are enacted. Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year operating loss, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of June 30, 2017 and 2016, and therefore has not recognized any income tax benefit or expense (other than the state minimum income tax) for the periods presented. ASC 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties for income taxes on the balance sheets as of June 30, 2017 and 2016, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2017 and 2016. Valuation of options and warrants to purchase common stock and share grants We separately value warrants to purchase common stock when issued in connection with notes payable using the Black Scholes quantitative valuation method. The value of such warrants is recorded as a discount from the related notes payable and credited to additional paid-in capital at the time of the issuance of the related notes payable. The value of the discount is applied to the note payable and amortized over the expected term of the note payable using the interest method with the related accretion charged to operations. We account for our share-based compensation as required by the Financial Accounting Standards Board (“FASB”), under authoritative guidance ASC 718 on stock compensation, using the Black Scholes quantitative valuation method. The resulting compensation expense is recognized in the financial statements on a straight-line basis over the vesting period from the date of grant. Share grants are measured using a fair value method with the resulting compensation cost recognized in the financial statements. Compensation expense is recognized on a straight-line basis over the service period for the stock awards. Fair value of financial instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. The Company’s financial instruments consisted of cash, cash in escrow, accounts receivable, accounts payable and accrued liabilities, provision for franchisee rescissions and refunds, accrued personnel expenses, due to related party and notes payable. The estimated fair value of these financial instruments approximate the carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model. Derivatives and Hedging In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for many convertible instruments with provisions that protect holders from a decline in the stock price. Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contains provisions that protect holders from declines in the stock price or otherwise could result in modification of the conversion price under the respective convertible debt agreements. The Company determined that the conversion feature in the convertible notes issued contained such provisions and recorded such instruments as derivative liabilities (see Note 2). The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in fair value are recorded in the consolidated statements of operations under other income (expenses). The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as a non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Sholes option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. Net loss per share Our Company calculates basic earnings per share (“EPS”) by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income or net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive. Total anti-dilutive stock options and warrants excluded from earnings per share totaled 7,640,000 and 4,514,448 at June 30, 2017 and 2016, respectively. Litigation and franchise agreements From time to time, we may become involved in litigation and other legal actions, including disagreements with franchisees that may result in the termination of Company granted franchises. We estimate the range of liability related to any pending litigation or franchise agreement rescissions where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. Estimated legal costs expected to be incurred to resolve legal matters are recorded to the consolidated balance sheet and statements of operations. Additionally, our Company is subject to certain state reviews of our Franchise Disclosure Documents. Such state reviews could lead to our Company being fined or prohibited from entering into franchising agreements with the reviewing state. Recent accounting standards In January 2017, the Financial Accounting Standards Board (the “FASB”) issued new guidance for goodwill impairment which requires only a single-step quantitative test to identify and measure impairment and record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The option to perform a qualitative assessment first for a reporting unit to determine if a quantitative impairment test is necessary does not change under the new guidance. This guidance is effective for the Company beginning in fiscal year 2020 with early adoption permitted. The Company expects to adopt this guidance in fiscal year 2017. The adoption of this guidance will have no impact on the Company’s consolidated financial statements. In November 2016, the FASB issued new guidance addressing diversity in practice that exists in the classification and presentation of changes in restricted cash in the statements of cash flows. This guidance is effective for the Company beginning in fiscal year 2018 with early adoption permitted. The Company expects to adopt this guidance retrospectively beginning in fiscal year 2017. Upon adoption, restricted cash will be combined with cash and cash equivalents when reconciling the beginning and end of period balances in the consolidated statements of cash flows, and the current presentation of changes in restricted cash within operating and financing activities will be eliminated. The adoption of this guidance will have no impact on the Company’s consolidated financial statements. In March 2016, the Financial Accounting Standards Board (the “FASB”) issued new guidance for employee share-based compensation which simplifies several aspects of accounting for share-based payment transactions, including excess tax benefits, forfeiture estimates, statutory tax withholding requirements, and classification in the statements of cash flows. This guidance is effective for the Company in fiscal year 2017. Under the new guidance any future excess tax benefits or deficiencies are recorded to the provision for income taxes in the consolidated statements of operations, instead of additional paid-in capital in the consolidated balance sheets. During fiscal years ended 2017 and 2016, no excess tax benefits were recorded to additional paid-in capital that would have been recorded as a reduction to the provision for income taxes. In February 2016, the FASB issued new guidance for lease accounting, which replaces existing lease accounting guidance. The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. This guidance is effective for the Company in fiscal year 2019 with early adoption permitted, and modified retrospective application is required. The Company expects to adopt this new guidance in fiscal year 2019 and is currently evaluating the impact the adoption of this new guidance will have on the Company’s consolidated financial statements and related disclosures. The Company expects that substantially all of its operating lease commitments (see note 9) will be subject to the new guidance and will be recognized as operating lease liabilities and right-of-use assets upon adoption. In May 2014, the FASB issued new guidance for revenue recognition related to contracts with customers, except for contracts within the scope of other standards, which supersedes nearly all existing revenue recognition guidance. The new guidance provides a single framework in which revenue is required to be recognized to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new guidance is effective for the Company in fiscal year 2018 with early adoption permitted in fiscal year 2017. The Company expects to adopt this new guidance in fiscal year 2018 using the full retrospective transition method, which will result in restating each prior reporting period presented in the year of adoption. The Company expects the adoption of the new guidance to change the timing of recognition of initial franchise fees. Currently, these fees are recognized when a machine is installed or when a renewal agreement becomes effective. The new guidance will generally require these fees to be recognized over the term of the related franchise license for the respective machines, which we expect will result in a material impact to revenue recognized for franchise fees and renewal fees. The Company does not expect this new guidance to materially impact the recognition of royalty income, or sales of frozen yogurt and other products. The Company is continuing to evaluate the impact the adoption of this new guidance will have on these and other revenue transactions. Subsequent events Subsequent events have been evaluated up through the date that these consolidated financial statements were filed. Franchise information Our franchise agreements generally require an initial non-refundable fee per machine of $1,000 to $5,000. New franchisees are generally required to purchase a minimum of ten vending machines or micro markets or three frozen yogurt robots. Initial franchise fees are primarily intended to compensate our Company for granting the right to use our Company’s trademark and tradenames and patents and |
Related party transactions
Related party transactions | 12 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | 3. Related party transactions On October 27, 2015, the Company obtained secured loans in the aggregate amount of $500,000 from Socially Responsible Brands, Inc. The Company’s Chairman, Nicholas Yates, is a 20% owner of Socially Responsible Brands, Inc. The Company issued two Secured Promissory Notes and a related Security Agreement, each dated October 27, 2015 (the “Notes” and “Security Agreement”). Certain current lien holders of the Company also executed and delivered a Subordination Agreement in connection with the issuance of the Notes and Security Agreement (the “Subordination Agreement”, and together with the Notes and Security Agreement, the “Transaction Documents”). The Notes are each in the principal amount of $250,000, and have terms of eighteen months and one year, respectively. The first Note is secured by the Company’s fifty (50) corporate-owned micro-markets and the Note principal and interest is repaid according to a schedule based on sale of such micro-markets. The second Note is secured by the Company's franchise royalties and principal and interest is repaid on a schedule based on receipt of combo machine sales, with guaranteed payments of at least $75,000 per quarter during the term of the Note. During the year ended 2016, the Company paid $87,604 and $69,568 of principal and interest, respectively, under the Notes. During the year ended 2017, the Company paid $115,617 and $34,383 of principal and interest, respectively, under the Notes. On January 20, 2017, Socially Responsible Brands agreed to extend the maturity date on their notes until December 31, 2017. In connection with the loan extension, the holder may convert their Notes into shares of the Company’s stock at $.16 per share. Furthermore, on September 18, 2017, the Notes were amended whereby the interest rate was modified to a rate of 20% per annum effective October 1, 2016. On January 13, 2015, the Company's Chairman, Nicholas Yates, agreed to loan the Company up to $200,000 (the "Loan"), each incremental borrowing under the Loan to be evidenced by a promissory note. Mr. Yates further agreed to loan the Company up to $550,000. Amounts borrowed under the Loan bear interest at 10% per annum and are due on December 31, 2016. The Loan also provides for conversion to common stock, at the option of the holder, at a price equal to the Company’s next round of funding. In connection with the beneficial conversion option, the Company has recorded $300,000 as a discount on the Loan and charged $193,766 and $106,234, to operations during the years ended June 30, 2017 and 2016, respectively. As of June 30, 2017 and 2016, $353,187 and $521,700, respectively were outstanding under the Loan. On January 20, 2017, Mr. Yates agreed to extend his loans until December 31, 2017. In exchange for extending the loans, Mr. Yates was granted an option to convert the loan to common stock at $.16 per share. On January 20, 2017, the Company executed a loan agreement with Nine Dragons Investments (“Nine Dragons”) for borrowings in an amount not to exceed $300,000. Nine Dragons is an entity affiliated with our Chairman Nick Yates. In connection with the loan agreement, the Company borrowed proceeds aggregating $209,931. The loans bear interest at 10% per annum, are due on December 31, 2017 and are secured by certain assets of the Company, including its intellectual property. Furthermore, the loans are convertible at the option of the holder at $.16 per share. During the year ended June 30, 2017, $209,931 of the Nine Dragons loans were redeemed for cash. |
Concentrations
Concentrations | 12 Months Ended |
Jun. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 4. Concentrations Our vending machines and micro markets are supplied by a single manufacturer. Although there are a limited number of manufacturers of vending machines and micro markets, we believe that other suppliers could provide similar machines on comparable terms. A change in suppliers, however, could cause a delay in deliveries and a possible loss of sales, which could adversely affect our operating results. Additionally, our frozen yogurt robots will be manufactured by one supplier; a change in suppliers could cause a delay in deliveries and possible loss of sales, which could adversely affect our operating results. Our vending food products are primarily supplied by one national distributor. Although there are a limited number of product suppliers with the product selection and distribution capabilities required by our franchise network, we believe that other distributors could provide similar products on comparable terms. The Company, and its franchisees, also use supplemental suppliers for their product selections, in addition to the national distributor. A change in suppliers, however, could cause a delay in deliveries and a possible loss of revenue from both current and prospective franchisees, which could adversely affect our operating results. |
Contingencies
Contingencies | 12 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 5. Contingencies In June 2014, we received an inquiry from the California Department of Business Oversight (“DBO”) related to the sale of 15 franchises that occurred between March 2014 and May 2014. On November 7, 2014, the DBO issued a Stop Order and Citation (“Stop Order”), which prohibits us from selling franchises in the state of California until November 7, 2016. The DBO found that we engaged in offers and sales of franchises in California without registration with respect to the three franchise sales we made in August and September 2012, that the sale of 15 franchises that occurred outside the state of California between March 2014 and May 2014 were made pursuant to a franchise disclosure document that contained omissions of material facts by failing to disclose the DBO’s prior stop order and the statement of charges and notice of intent to enter an order to cease and desist issued by the State of Washington, and that our prior management failed to exercise due diligence with regard to our registration and disclosure obligations and exposed prospective franchisees to unreasonable risk. The DBO also denied our registration application filed in California on October 3, 2013, imposed administrative penalties against us of $37,500, required us to pay attorneys’ fees of $18,200 and required us to again offer rescission and restitution to the 15 franchisees who purchased franchises between March 2014 and May 2014. Nine of the 15 franchisees accepted our offer of rescission and six either denied rescission or failed to respond, and therefore lost their right of rescission due to the elapsed time as stipulated by the DBO. The total rescission payments, aggregating $934,500, were completed by July 2015. As required by the Stop Order, we developed and implemented a compliance program and engaged an independent monitor for the duration of the Stop Order to review and report to the DBO our compliance activities, including compliance with the Stop Order. The independent monitor has issued his final compliance report, and the Stop Order has ended. Periodically, we are contacted by other state franchise regulatory authorities and in some cases have been required to respond to inquiries, or make changes to our franchise disclosure documents or franchise offer and sale practices. Management believes these communications from state regulators and corresponding changes in our franchise disclosure documents and practices are administrative in nature and do not indicate the presence of a loss or probable potential loss. On May 28, 2014, Slender Vender, LLC, and John Coffin, a former FHV franchisee and its owner (“Plaintiffs”), filed a complaint against FHV and certain of its current and former officers (“Defendants”) alleging violations of the California Franchise Investment Law, fraud, breach of contract, unfair competition, false advertising and violations of the California Labor Code in connection with the sale and purchase of Plaintiffs’ franchises. The complaint sought rescission of the franchise agreement, restitution, unpaid wages, and damages, including compensatory and punitive damages. On February 6, 2015, the California Labor Code violations were dismissed without leave to amend. In addition, Defendant London was dismissed from the action that same day. Defendants Truong, Rogers, and Ball were later dismissed from the action during trial. On February 20, 2015, Plaintiffs filed a first amended complaint against the remaining defendants alleging causes of action for rescission, fraud, breach of contract, unfair competition, and false advertising. On September 23, 2016, a jury trial commenced in the action, and the jury found in favor of Plaintiffs. The jury returned a total compensatory damages verdict of $535,091 against all Defendants, and further returned a punitive damages verdict of $140,000 against Yates and $14,000 against Kennedy. The compensatory damages award was later reduced to $295,091 following post-trial motions and stipulation. In addition, following the jury trial, the court awarded Plaintiff attorneys fees of $565,386 against FHV and costs of $29,682 against FHV, Kennedy, Yates, Trotter, and Backer. Judgment was entered on February 21, 2017. On March 22, 2017, Defendants filed a notice of appeal, and on March 30, 2017, Plaintiff filed a notice of cross-appeal. On June 21, 2017, the parties reached a global settlement. Despite an initial award of $1.1million, under the terms of the confidential settlement Plaintiff agreed to cause the judgment to be set aside, to withdraw all claims for wage garnishments against any of the Defendants, and to cause the removal of all recorded abstracts of judgment and the removal of any financing statements. The parties agreed to dismiss their appeals and to grant one another full mutual general releases. In exchange, Defendants agreed to pay Plaintiff $500,000, over a 25 month period, as well as a guarantee of $200,000 of securities valued at $1 per share. GNFB has guaranteed the settlement. On June 11, 2014, Seaga Manufacturing, the Company’s supplier of automatic merchandising equipment, filed a lawsuit in Illinois state court alleging one count of breach of contract claiming that the Company failed to make payments and to meet the yearly minimum volume of purchases. On August 14, 2014, the Company filed its answer, affirmative defenses, and counterclaims against Seaga. The counterclaims included claims for breach of contract, breach of express warranty, breach of implied warranties of merchantability and fitness for particular purpose, and indemnification. On May 1, 2015, the court granted Seaga’s motion to dismiss the Company’s implied warranty claims. On January 9, 2015, Seaga filed a third-party complaint against the manufacturer of the automatic merchandising equipment, Saeco Vending S.P.A., and on August 26, 2015, the court dismissed the third-party complaint. The Company intends to vigorously contest these allegations in court. On May 3, 2016, the parties entered into a stipulation to settle the matter. Neither side admitted wrongdoing or liability, and neither party paid compensation to the other. The court dismissed the action with prejudice on May 5, 2016. The Company is also subject to normal and routine litigation and other legal actions by current or former franchisees, employees, and vendors. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. An estimated loss contingency is accrued in the financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine the adequacy of the accruals and related disclosures. The amount of ultimate loss may differ from these estimates. Although we currently believe that the ultimate outcome of these matters will not have a material adverse effect on the results of operations, liquidity or financial position of the Company, it is possible they could be materially affected in any particular future reporting period by the unfavorable resolution of one or more of these matters or contingencies. |
Notes payable
Notes payable | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes payable | 6. Notes payable Convertible notes payable Beginning April 2013 through June 19, 2013, we issued convertible notes payable to three entities or individuals in exchange for cash proceeds totaling $249,999. The notes were unsecured and bore interest at 12% per annum. The notes bore maturity dates ranging from June 30, 2013 to August 31, 2013, the earlier of their being outstanding for 60 days, or upon the transfer of 25% or more of our Company's share ownership or upon our merger with a public company (all as defined in the note agreements). Repayment of the notes was personally guaranteed by the beneficial shareholder of FHV Holdings Corp, a California corporation ("FHV CAL"), a director of our Company. On July 19, 2013, $210,000 of the outstanding balance of the notes was tendered in exchange for 552,418 shares of FHV International's common stock, $33,333 was repaid and $9,666 principal remained outstanding. As of June 30, 2017 and 2016, $6,666 of principal remained outstanding under the above notes. Senior secured promissory notes On February 25, 2014, we issued Senior Secured Promissory Notes (the "Initial Notes") to three investors in exchange for cash totaling $501,000. The Initial Notes were set to mature on February 24, 2015 and bear simple interest at a rate of 12% paid monthly over the term of the loan. The Initial Notes also provide that our Company can raise up to $1.5 million in proceeds from the issuance of additional notes (the "Additional Notes") which would have the same seniority and security rights. The Initial Notes are secured by substantially all assets of the Company. On September 23, 2014, the holders of the Company's Initial Notes extended the maturity date from February 24, 2015 to March 15, 2016, and on March 15, 2016, the Notes were further extended to September 30, 2016. The notes aggregating $334,000 have been further extended to December 31, 2017 and $167,000 of the notes, plus accrued interest, were converted to common stock at $.16 per share on January 20, 2017. The remaining outstanding notes, aggregating $334,000, have been granted conversion rights at $.16 per share. The modification of the debt terms was not deemed substantive and therefore, was not accounted for as an extinguishment of debt with the recognition of a gain or loss. Financing and security agreement On September 23, 2014, the Company entered into a Financing and Security Agreement (the "Financing Agreement") whereby the Company may be able to borrow up to $1.5 million through the issuance of convertible secured debt. The principal terms of the Financing Agreement are as follows: · The Company may borrow up to $1.5 million in tranches of up to $150,000 each. · The first tranche of $150,000 was issued at the closing of the transaction and was used to acquire and put into service Company-owned micro markets. An additional amount of $100,000 was issued during the quarter ended December 31, 2014. · All subsequent tranches shall be in the amount of up to $150,000, shall be due and funded by the lender within seven days of notice, and shall be contingent upon the Company placing an additional 20 micro markets into service. · The notes payable issued under the terms of the Financing Agreement are due in full 24 months from the funding of each tranche. The Company may, at its discretion, extend the due date for each tranche for an additional 12 months. · Interest on the borrowings accrues at a rate of 10% per annum, and is payable quarterly. In the event the Company elects to extend the maturity date of a tranche, the interest rate will increase to 12% per annum on that tranche. · The lender may at its discretion convert any outstanding principal under any of the tranches into shares of the Company's common stock. The conversion price is 85% of the average closing prices for the 15 trading days prior to the notice of conversion, but in no event at a conversion price lower than $1.28 per share. · On the due date, or the extended due date, the Company may at its discretion convert up to one-half of the outstanding principal into shares of common stock. The conversion price is 85% of the average closing prices for the 15 trading days prior to the due date or extended due date, whichever may be applicable. · Borrowings are secured by the Company-owned micro markets. At June 30, 2017, there was $250,000 outstanding under the Financing Agreement, of which $150,000 originally matured on September 23, 2016 and $100,000 originally matured on December 15, 2016. On September 23, 2016, the Company elected to extend the first tranche of $150,000 until September 23, 2017. On January 20, 2017, the Company extended both tranches until December 31, 2017. As part of the extension, the holder was granted conversion rights at $.16 per share. The modification of the debt terms was not deemed substantive and therefore, was not accounted for as an extinguishment of debt with the recognition of a gain or loss. The lender of the Financing Agreement has informed the Company that he does not intend to lend additional amounts under the Financing Agreement. Securities purchase agreement On March 13, 2015, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Gemini Master Fund, Ltd. (the "Purchaser"), under which the Company issued a Note (the "Note") aggregating $375,000, for a purchase price of $346,500. The Note bears interest at the rate of 12% per annum. The Note matured 90 days from the closing date payable in cash. Under the terms of Purchase Agreement, the Company also issued a warrant (the "Warrant") granting the Purchaser the right to purchase up to 150,000 shares of the Company's common stock at an exercise price of $0.60 per share, subject to adjustments and anti-dilution provisions. The Warrant expires on the seventh anniversary from the issuance date. If the Company, at any time while this Warrant is outstanding, shall issue shares of Common Stock or securities or rights convertible or exchangeable into shares of common stock at a price per share less than the then current exercise price, then the Warrant exercise price shall be reduced to such lower price per share and the number of Warrant shares issuable hereunder shall be increased such that the aggregate exercise price payable hereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. Subject to an anti-dilution adjustment, the Company issued the Purchaser the right to purchase up to an additional 150,000 shares of the Company’s common stock. Concurrent with the Purchaser’s right to purchase additional shares of the Company’s common stock (up to 300,000 shares), the exercise price of the Warrant was reduced to $.30 per share. In connection with the issuance of the Note and Warrant, the Company has recorded $95,625 as a discount on the Note and derivative liability; additionally, $28,500 representing the discount on the proceeds of the Note has been recorded as a discount on the Note payable. We calculated the value of the discount using the Black-Scholes option pricing model employing the following assumptions: volatility of common stock – 88%; risk-free interest rate – 0.77%; forfeiture rate – 0%; value per share of common stock - $0.52; strike price - $0.30; term – 7 years. The Note was repaid on June 10, 2015. On August 19, 2015, the Purchaser converted 300,000 warrants into 101,849 share of common stock utilizing the cashless exercise feature. In connection with the warrant exercise, the Company recorded a derivative loss of $10,808 during fiscal 2016 and charged $106,433 to additional paid-in capital. Convertible promissory note On June 10, 2015, the Company issued a $600,000 convertible promissory note (the “Promissory Note”) with interest payable at 10% per annum. In connection with the issuance of the Promissory Note, the Company also issued 2,000,000 common stock purchase warrants, with a term of four years, at an exercise price of $.75 per share. The Promissory Note matures twelve months from issuance, may be extended for an additional three months, and may be converted at any time in whole or in part, at the lesser of: (i) 25% discount to the next round of financing prior to conversion in excess of $1 million; or (ii) $.30 per share; or, (iii) Commencing six months after issuance date, at the investor’s sole discretion, at a 20% discount to the lowest trading price ten business days prior to conversion. In connection with the issuance of the Promissory Note and warrant, the Company has recorded the fair value of the warrant of $78,707 as additional paid-in capital. Furthermore, the Company has recorded a discount on the Promissory Note of $480,100 and a derivative liability of $401,393 due to the lack of explicit limit on the number of shares that may be required to be issued upon future conversion. The discount is amortized as accretion of discount on notes payable over the term of the loan using the effective interest rate method. During the years ended June 30, 2017 and 2016, the Company charged $0 and $120,025, respectively to accretion of discount on notes payable relating to the discount on the Promissory Note. The derivative liability is revalued each period. During the years ended June 30, 2017 and 2016, the Company has recorded a derivative loss of $729,327 and gain of $1,600 respectively. At June 30, 2017 the Company had a derivative liability related to the Promissory Note of $560,006. We calculated the value of the discount using the Black-Scholes option pricing model employing the following assumptions: volatility of common stock – 76%; risk-free interest rate – 0.28%; forfeiture rate – 0%; value per share of common stock - $0.45; strike price - $0.75; term – 4 years. The Promissory Note maturity may also be extended for an additional three months. Furthermore, there will be a full ratchet, anti-dilution with respect to the shares of common stock only (no adjustments will be made to the warrants), for any equity or Convertible Debt financing completed or a definitive Term Sheet exercised within twelve months of closing or fifteen months if the Company exercises its one-time extension. The ratchet does not come into effect for any non-convertible debt offering arranged by the Company, its advisors or bankers. The conversion terms of the Promissory Note were amended pursuant to a first amendment to Promissory Note, dated October 14, 2015. The adjustable pricing mechanism commencing six months after the Promissory Note issuance date at a 20% discount to the lowest trading price 10 business days prior to conversion was removed. The negative covenants set forth in the subscription agreement were also amended pursuant to a first amendment to subscription agreement, dated October 14, 2015. The modification of an embedded conversion feature is separately accounted for as a derivative before the modification, after the modification or both. Since the bifurcated conversion option is accounted for at fair value both before and after the modification, any changes in the fair value of the conversion option would be reflected in earnings. Furthermore, the Promissory Note was extended for an additional six months from the original maturity. On January 20, 2017, the note was extended through June 30, 2017 and the warrant price was reduced to $.30 per share, provided that the warrants must be exercised for cash. Furthermore, the warrant expiration date was amended to June 20, 2018. The modification of the debt terms was not deemed substantive and therefore, was not accounted for as an extinguishment of debt with the recognition of a gain or loss. The principal balance of $600,000 plus accrued interest was repaid during the first quarter of Fiscal 2018. Robofusion note payable On December 29, 2016, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Robofusion, Inc. (“RFI”), whereby the Company acquired the intellectual property assets of RFI, a developer of robotic-kiosk vending technology, primarily frozen yogurt vending kiosks/cubes, using RFI's trademarked name of Reis & Irvy's (the “Acquisition”). Pursuant to the Agreement, the Company provided RFI, and its designees, a cash payment of $440,000. The Company also issued to RFI a three-year, $2 million note and a five-year common stock purchase warrant for 1,520,000 shares with a strike price of $0.50 per share (see Note 10). Bridge notes payable On February 28, 2017, the Company executed two short-term bridge notes aggregating $345,000 ($300,000 net of discount). The notes bear interest at 0% per annum and mature on July 28, 2017. In connection with the note issuances, the Company also issued 75,000 shares of the Company’s common stock (Note 7). In connection with the stock issuance and original issue discount, the Company has recorded $102,000 as a debt discount. The discount is being amortized over the life of the loan. The loan was repaid during the first quarter of Fiscal 2018. As of June 30, 2017 and 2016, notes payable consisted of the following: 2017 2016 Senior Secured Promissory Notes, bearing interest at 12% per annum, payable monthly. $ 334,000 $ 501,000 $600,000 convertible promissory note, bearing interest at 10% per annum, net of discount on note of $453,793 in 2015. 300,000 600,000 Convertible secured debt, bearing interest at 10% per annum, payable quarterly. 250,000 250,000 $2,000,000 Promissory Note, bearing interest at 3.25% per annum. Principal and interest is due quarterly, over a three year period, net of discount of $169,542. 1,850,858 - $345,000 promissory note, with 0% interest, payable quarterly. The promissory note matures on July 28, 2017. 302,100 - Other 6,666 6,666 3,043,624 1,357,666 Less current maturities (1,710,291 ) (1,357,666 ) $ 1,333,333 $ - Maturities of notes payable, net of discounts, are as follows: June 30, 2018 $ 1,710,291 $ 1,357,666 June 30, 2019 $ 1,333,333 $ - $ 3,043,624 $ 1,357,666 |
Stockholders' deficit
Stockholders' deficit | 12 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' deficit | 7. Stockholders’ deficit On October 1, 2014, Arthur S. Budman was appointed our Chief Executive Officer and Chief Financial Officer. In connection with Mr. Budman's appointment, he was granted 250,000 shares of common stock which vest ratably over a period of one year. Stock-based compensation related to this award is recognized on a straight-line basis over the applicable vesting period and is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. During the years ended June 30, 2017 and 2016, the Company charged $0 and $21,562, respectively to compensation expense in the accompanying consolidated statements of operations. On August 19, 2015, the Purchaser (Note 6) converted 300,000 warrants into 101,849 share of common stock utilizing the cashless exercise feature. In connection with the warrant exercise, the Company recorded a derivative loss of $10,808 and charged $106,433 to additional paid-in capital. During Fiscal 2017, two franchisees converted refunds aggregating $193,750 into 968,750 shares of common stock at $.20 per common share. The Company recorded a loss on the conversion of $263,338. During Fiscal 2017, a note holder converted principal of $167,000 plus accrued interest into 1,325,821 shares of common stock at $.20 per share. In connection with the issuance of bridge notes payable (Note 6), the Company also issued 75,000 common shares to the note holders. In connection with the Company’s private placement, we issued 5,285,000 shares of common stock during the year ended June 30, 2017 for proceeds aggregating $2,642,500. Furthermore, subsequent to June 30, 2017, on various dates through September 22, 2017, we issued an additional 3,306,000 shares of common stock for proceeds aggregating $1,653,000. During the year ended June 30, 2017, the Company issued 2,300,000 options under the 2013 Equity Incentive Plan (Note 8). In connection with the option issuance, the Company charged $401,878 to operations and additional paid-in capital. Additionally, during the year ended June 30, 2017, 215,000 options (162,245 options on a cashless basis) were exercised. During the year ended June 30, 2016, the Company issued 1,935,000 options under the 2013 Equity Incentive Plan (Note 8). In connection with the option issuance, the Company charged $285,878 to operations and additional paid-in capital. Additionally, during the year ended June 30, 2016, 100,000 options (60,715 options on a cashless basis) were exercised. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation | 8. Stock-based compensation On August 14, 2013, our Board of Directors approved the adoption of the 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan was approved by a majority of our shareholders (as determined by shareholdings) on September 4, 2013. The 2013 Plan provides for granting of stock-based awards including: incentive stock options, non-statutory stock options, stock bonuses and rights to acquire restricted stock. The total number of shares of common stock that may be issued pursuant to stock awards under the 2013 Plan were initially not to exceed in the aggregate 2,600,000 shares of the common stock of our Company. On July 13, 2015, the Company increased the total number of shares that may be issued under the 2013 Plan to 4,000,000. Furthermore, in April 2016, the Company further increased the total number of shares that may be issued under the Plan to 6,000,000. During the years ended June 30, 2017 and 2016, the Company granted stock options under its 2013 Plan. Stock- based compensation related to these awards is recognized on a straight-line basis over the applicable vesting period and is included in operating expense in the accompanying consolidated statement of operations for the years ended June 30, 2017 and 2016. During the years ended June 30, 2017 and 2016, options issued were valued using the Black Scholes method assuming the following: Expected volatility 133 % Dividend yield 0 % Risk-free interest rate 1.38 % Expected life in years 3.5 The expected volatility was estimated based on the volatility of a set of companies that management believes are comparable to the Company. The risk-free rate was based on the U.S. Treasury note rate over the expected life of the options. The expected life was determined using the simplified method as we have no historical experience. We recorded stock-based compensation expense of $401,878 and $307,440 for the years ended June 30, 2017, and 2016, respectively. The following table summarizes the stock option activity for the years ended June 30, 2017 and 2016: Years ended June 30, 2017 and 2016 Options Weighted Averge Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at June 30, 2015 1,134,448 $ 0.372 5.38 $ 20,420 Granted 1,935,000 $ 0.171 Exercised (100,000 ) $ 0.165 Forfeited (455,000 ) $ 0.405 Outstanding at June 30, 2016 2,514,448 $ 0.219 5.84 $ 455,115 Granted 2,300,000 0.270 Exercised (215,000 ) 0.210 Forfeited (479,374 ) 0.160 Outstanding at June 30, 2017 4,120,074 $ 0.253 5.67 $ 2,397,883 Vested at June 30, 2017 2,321,322 $ 0.228 5.26 $ 1,467,076 Nonvested at June 30, 2017 1,798,752 $ 0.200 1.57 $ 1,185,378 At June 30, 2017, the total estimated unrecognized compensation cost related to non-vested stock options totaled $222,192 which is expected to be recognized over a weighted average period of 14 months. The weighted-average grant date fair value of options granted during the year ended June 30, 2017 was $.270 per share. Stock Options Share Weighted Average Grant-Date Fair Value Nonvested shares at June 30, 2015 898,334 0.48 Granted 1,935,000 0.171 Vested/Issued (371,667 ) 0.502 Forfeited (455,000 ) 0.405 Nonvested shares at June 30, 2016 2,006,667 $ 0.195 Granted 2,300,000 0.271 Vested/Issued (2,028,541 ) 0.091 Forfeited (479,374 ) 0.160 Nonvested shares at June 30, 2017 1,798,752 0.201 During the year ended June 30, 2017, warrants to purchase 1,520,000 shares at $.50 per share were granted to Robofusion as part of the asset purchase agreement (Note 10). As of June 30, 2017, there were 3,520,000 warrants outstanding, of which 2,000,000 have an exercise price of $.30 per share and 1,520,000 have an exercise price of $.50 per share. The warrants expire five years from the date of grant. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2017 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leases corporate and warehouse facilities (the “Facility Leases”) in San Diego aggregating 7,083, square feet. Our corporate offices are located at 9605 Scranton Road, Suite 801, San Diego, California 92121. This Facility Lease commenced in May 2010. The current monthly rental payment, including utilities and operating expenses for the Facility Leases, is approximately $15,922. On August 1, 2015, the Company moved its corporate and warehouse facilities to a single location aggregating 8,654 feet at 2620 Financial Court, Suite 100, San Diego California 92117. The new lease is for a term of 84 months. The current monthly rental payment, net of utilities for the facility, is $15,995. Future minimum lease payments under the Company’s Facility Lease is as follows: 2018: $191,492; 2019: $196,928; 2020: $202,554; 2021: $208,377; 2022: $214,403: Thereafter: $17,909 Rent expense totaled $228,714 and $200,944 for the years ended June 30 2017 and 2016, respectively. |
Intangible intellectual propert
Intangible intellectual property acquisition | 12 Months Ended |
Jun. 30, 2017 | |
Intangible Intellectual Property Acquisition Details Narrative [Abstract] | |
Intangible intellectual property acquisition | 10. Intangible intellectual property acquisition On December 29, 2016, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Robofusion, Inc. (“RFI”), whereby the Company acquired the intellectual property assets of RFI, a developer of robotic-kiosk vending technology, primarily frozen yogurt vending kiosks/cubes, using RFI's trademarked name of Reis & Irvy's (the “Acquisition”). Pursuant to the Agreement, the Company provided RFI, and its designees, a cash payment of $440,000, The Company also issued to RFI a three-year, $2 million note and a five-year common stock purchase warrant for 1,520,000 shares with a strike price of $0.50 per share. Furthermore, certain RFI Officers, Directors and Shareholders will be subject to a five-year, non-compete agreement. Also, the Agreement provides for indemnification and set off of up to $1 million, under certain circumstances. RFI previously granted the Company an exclusive license to market RFI's frozen yogurt vending kiosks/cubes, using RFI's trademarked name of Reis & Irvy's, in the United States and its territories (excluding Puerto Rico) and Canada. The assets acquired pursuant to the Agreement, are substantially all of the assets previously licensed to the Company. |
Income taxes
Income taxes | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 11. Income taxes The Company uses the asset and liability method of accounting for income taxes, in accordance with ASC 740-10, which requires that the Company recognize deferred tax liabilities for taxable temporary differences and deferred tax assets for deductible temporary differences and operating loss carry-forwards using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit or expense is recognized as a result of changes in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all of any deferred tax assets will not be realized. As of June 30, 2017 and 2016, the Company had a full valuation allowance on its deferred tax assets. The following table presents the current and deferred income tax provision (benefit) for federal, state and foreign income taxes: 2017 2016 Current tax provision (benefit): Federal $ - $ - State 4,800 4,800 4,800 4,800 Deferred tax provision (benefit): Federal - - State - - - - Total provision for income taxes $ 4,800 $ 4,800 A reconciliation of income taxes computed by applying the federal statutory income tax rate of 34% to income (loss) before income taxes to the recognized income tax (benefit) provision reported in the accompanying consolidated statements of operations is as follows for the years ended June 30, 2017 and 2016: Jun-17 Jun-16 Expected tax at 34% $ (3,830,044 ) $ (1,728,509 ) State income tax, net of federal tax (537,880 ) (200,963 ) Change in valuation allowance 4,097,830 1,537,285 Non deductible expenses 181,491 175,953 Other 93,403 221,034 Provision (Benefit) for income taxes $ 4,800 $ 4,800 Significant components of deferred tax assets and liabilities are shown below: June 30, 2017 June 30, 2016 Deferred tax assets (liabilities) Net Operating Loss 6,958,598 3,681,820 Accruals 566,470 152,242 Compensation 287,609 180,373 Inventory 19,917 19,917 State Tax 2,176 2,467 Bad Debt Reserve 79,155 63,993 Revenue 229,451 63,932 Contributions 2,083 7,681 Other 18,901 0 Total gross deferred tax assets 8,164,360 4,172,425 Valuation allowance (8,208,126 ) (4,101,075 ) Net deferred tax assets (43,766 ) 71,350 Total deferred tax liabilities Property and Equipment 103,585 (10,120 ) Other (59,819 ) (61,230 ) 43,766 (71,350 ) Totals 0 0 During the years ended June 30, 2017 and 2016, the valuation allowance increased 4,107,051 and $1,428,305, respectively. At June 30, 2017, the Company had federal and state net operatng carryforwards of approximately $17,695,938. The federal and state loss carryforwards begin to expire in 2031 unless previously utilized. Our tax returns for the years 2013 - 2016 are open for examination by the taxing authorities. Utilization of the NOL carryforwards may be subject to an annual limitation due to ownership change limitations that may have occurred or could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 5 percentage points of the outstanding stock of a company by certain shareholders. |
Subsequent events
Subsequent events | 12 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | 12. Subsequent events Subsequent to June 30, 2017, the Company’s Board of Directors granted 97,500 options to employees of the Company at exercise prices ranging from $0.88 - $.97 per share. As a result of our focus on Reis & Irvy’s, we will no longer market our vending machines and micro markets to new franchisees. We will however, continue to service and support our current FHV LLC franchisees. On various dates from July 1, 2017 through September 22, 2017, the company issued an additional 3,306,000 shares of common stock for aggregate proceeds of $1,653,000. On various dates subsequent to June 30, 2017 through September 22, 2017, the Company redeemed the principal balance on various loans aggregating $623,500. |
Summary of significant accoun20
Summary of significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2017 | |
Summary of significant accounting policies | |
Basis of accounting | Basis of Accounting The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“ GAAP SEC |
Liquidity and capital resources | Liquidity and capital resources For the year ended June 30, 2017 the Company had a net loss of $11,269,295. We had negative cash flows from operations totaling $339,848. Our cash balance at June 30, 2017 was $1,751,022. Since the date of the closing of the Acquisition, our orders and installations of machines were less than anticipated and the resulting cash flows from franchisee sales was not sufficient to cover expenditures associated with our ongoing operations. Also, we have used cash on hand to retire liabilities associated with the franchisee rescissions in California (see Legal above) and other franchisee refunds. To provide adequate liquidity for our continuing operations, we need to obtain additional capital in the form of either debt or equity (or a combination thereof) financing. Although management believes that it will be able to obtain such financing on terms acceptable to the Company, no assurance can be given that we will be successful in doing so. Our current plans include capital expenditures for the purchase of corporate-owned and operated frozen yogurt robots and the repurchase of machines from franchisees opting to rescind their franchise agreements. Given our current cash position, we may be forced to curtail our plans by delaying or suspending the purchase of Robots for our corporate operations. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, FHV LLC, The Fresh and Healthy Vending Corporation, FHV Acquisition, Corp. and its newly formed subsidiaries, Reis & Irvy’s, Inc., 19 Degrees, Inc. and Generation Next Vending Robots. All significant intercompany accounts and transactions are eliminated. |
Concentration of credit risk | Concentration of credit risk The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees for machine purchases, franchise fees, royalty income, and other products. The financial condition of these franchisees is largely dependent upon the underlying business trends of our brands and market conditions within the vending industry. This concentration of credit risk is mitigated, in part, by the large number of franchisees of each brand and the short-term nature of the receivables. |
Use of estimates | Use of estimates The preparation of our Company’s financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ significantly from those estimates. Significant estimates include our provisions for bad debts, franchisee rescissions and refunds, legal estimates, volatility in the Black Scholes model, valuation model of derivative liability, stock compensation and the valuation allowance on deferred income tax assets. It is at least reasonably possible that a change in the estimates will occur in the near term. |
Revenue recognition | Revenue recognition Our primary revenue generating transactions come from the sale of franchises and vending machines and micro markets to the franchisees. There are no franchise fees charged beyond the initial first year franchise fees. We receive ongoing royalty fees and annual advertising fees as a percentage of either franchisees’ gross revenues or gross margins on vending machine sales. We recognize revenues and associated costs in connection with franchisees (machines and franchise fees) at the time that we have substantially performed or satisfied all material services or conditions relating to the franchise agreement. We consider substantial performance to have occurred when: 1) no remaining obligations are unfulfilled under the franchise agreement; 2) there is no intent to refund any cash received or to forgive any unpaid amounts due from franchisees; 3) all of the initial services spelled out in the franchise agreement have been performed; and 4) we have met all other material conditions or obligations. Revenues and expenses from product sales to franchisees are roughly equivalent and are accounted for on a net basis in the accompanying consolidated statements of operations as agency sales, net. During fiscal 2015, the Company changed the process by which franchisees order products. Currently, all franchisees order directly from our national distributor and the Company receives a commission of 5% on those purchases. We recognize the commission when earned. The Company recognizes revenue on product sales of company-owned machines when products are purchased; we receive electronic sales records on our company- owned units. We recognize royalty fees as revenue when earned. Advertising fees are recorded as a liability until marketing expenditures are incurred. The Company records the amount of a franchise sale, machines and franchise fees, as deferred revenue until the conditions above have been met. Once the machines are installed, the Company records the corresponding machine and franchise fee as revenue, on a pro rata basis based on the number of machines installed relative to the total machines purchased. The Company records the value of company-owned machines as inventory when purchased. Once the machines are installed, the machine value is transferred to fixed assets and depreciated over its useful life. As of June 30, 2017, we had three company-owned frozen yogurt vending robots in operation. It is not our policy to allow for returns, discounts or warranties to our franchisees. Under certain circumstances, including as the result of regulatory action, our Company may become obligated to offer our franchisees amounts in rescission to reacquire their existing franchises, including machines. Additionally, if our Company is unable to fulfill its obligations under a franchise agreement we may, at our sole discretion, agree to refund or reduce part or all of a franchisees payments or commitments to pay. As of June 30, 2017 and 2016, the Company’s provision for franchisee rescissions and refunds totaled $2,692,618 and $1,844,176, respectively. There are warranties extended by the machine manufacturer and its distributors, but required repairs to the machines are the responsibility of the franchisees. To the extent the machines remain under warranty, our franchisees transact directly with the manufacturer or its distributor. |
Vending franchise contracts | Vending franchise contracts We invoice franchisees in full at the time that we enter into contractual arrangements with them. Payment terms vary but usually a significant portion of the contract’s cash consideration (typically 40% of amounts due for vending machines plus 100% of the initial franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are generally due upon our locating 50% of the sites for the vending machines and micro markets. A typical ten unit franchise contract would include the following: Franchise fee per machine: $1,250 Cost per machine: $10,000 Total franchise cost: $112,500 ($1,250 X 10 + $10,000 X 10) Initial payment upon signing contract: $52,500 (100% of franchise fees of $12,500 + 40% of machine cost of $100,000) Upon the signing of the contract, the Company records the initial payment of $52,500 to cash, with the remaining contract value of $60,000 to accounts receivable and records the total contract value of $112,500 to deferred revenue. |
Frozen yogurt franchise contracts | Frozen yogurt franchise contracts We invoice franchisees in full at the time that we enter into contractual arrangements with them. Payment terms vary but usually a significant portion of the contract’s cash consideration (typically 40% - 50% of amounts due for vending machines plus 50% - 100% of the initial franchise fees) is due at the time of signing, while remaining amounts outlined under the contract are generally due on a pro rata basis upon our locating the sites for the frozen yogurt robots. A typical three unit franchise contract would include the following: Franchise fee per machine: $5,000 Location fee per machine: $2,500 Cost per machine: $42,500 Total franchise cost: $150,000 ($5,000 X 3 + $2,500 X 3 + 42,500 X 3) Initial payment upon signing contract: $69,000 (100% of franchise fees of $15,000 + 40% of location fees of $7,500 + 40% of machine cost of $127,500) Upon the signing of the contract, the Company records the initial payment of $69,000 to cash, with the remaining contract value of $81,000 to accounts receivable and records the total contract value of $150,000 to deferred revenue. Amounts invoiced to franchisees for which we have not met the criteria for revenue recognition as discussed above, are deferred until such conditions are met. Therefore, these amounts are accounted for as accounts receivable, deferred costs, and customer advances and deferred revenues, respectively in the accompanying consolidated financial statements. As of June 30, 2017, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $12,947,611, $196,317 and $25,042,850, respectively. As of June 30, 2016, the Company had accounts receivable, deferred costs and customer advances and deferred revenues totaling $2,411,346, $394,563 and $8,062,982, respectively. Deferred revenue consisted of the following as of June 30, 2017 and 2016. As of June 30 2017 2016 Vending machines - new $ 793,559 $ 4,449,950 Vending machines - used 46,750 282,887 Micro markets - new - 213,500 Franchise fees 118,011 682,145 Frozen yogurt robots 23,997,780 2,427,500 Other 86,750 7,000 $ 25,042,850 $ 8,062,982 |
Cash and cash equivalents | Cash and cash equivalents We consider all investments with an original maturity of three months or less to be cash equivalents. When present, cash equivalents primarily represent funds invested in money market funds, bank certificates of deposit and U.S. government debt securities whose cost equals fair market value. We had no cash equivalents at June 30, 2017 and 2016. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2017, bank balances, per our bank, exceeding federally insured limits totaled $1,501,328. We have not experienced any losses with respect to cash, and we believe our Company is not exposed to any significant credit risk with respect to our cash. Certain states require the Company to maintain customer deposits in escrow accounts until the Company has substantially performed its obligations. Furthermore, certain franchisees have elected to pay their remaining balance due directly to an escrow account for the beneficiary of the Company’s contract manufacturer. At June 30, 2017 and 2016, the Company had $1,500 and $208,767, respectively maintained in escrow accounts for these purposes. |
Accounts receivable, net | Accounts receivable, net Accounts receivable arise primarily from invoices for customer deposits, and product orders and are carried at their estimated collectible amounts, net of any estimated allowances for doubtful accounts. We grant unsecured credit to our customers (located throughout North America, the Bahamas and Puerto Rico) deemed credit worthy. Ongoing credit evaluations are performed and potential credit losses estimated by management are charged to operations on a regular basis. At the time any particular account receivable is deemed uncollectible, the balance is charged to the allowance for doubtful accounts. Our allowance for doubtful accounts aggregated $198,710 and $160,647 at June 30, 2017 and 2016, respectively. |
Inventories and deferred costs | Inventories and deferred costs Inventories consist of vending machines and micro markets held for sale, and vending machine parts held for resale, and is valued at the lower of cost or market, with cost determined using the average cost method. |
Property and equipment | Property and equipment Property and equipment consists primarily of patents and trademarks and computer and office equipment and software used in our operations. Property and equipment is carried at cost and depreciated using the straight-line method over their estimated useful lives of the individual assets (generally five to seven years and the remaining useful lives of intangibles). Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful life of the asset. Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. Depreciation and amortization expense for the years ended June 30, 2017 and 2016 totaled $243,416 and $90,071, respectively. |
Impairment of long-lived assets | Impairment of long-lived assets We record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair value of the assets. There were no impairments of long-lived assets for the years ended June 30, 2017 and 2016, respectively. |
License fee | License fee The Company initially recorded $395,000 related to the exclusive license fee and purchase of frozen yogurt robots from Robofusion, Inc. as a prepaid expense. In connection with the acquisition of the Robofusion intellectual property in December 2016, the Company charged this amount to operations (see Note 10). |
Intangible assets | Intangible assets We evaluate the remaining useful life of our intangible assets to determine whether current events and circumstances continue to support their remaining useful life. In addition, all of our intangible assets are tested for impairment annually. We first assess qualitative factors to determine whether it is more likely than not that an intangible asset is impaired. In the event we were to determine that the carrying value of an intangible asset would more likely than not exceed its fair value, quantitative testing would be performed which consists of a comparison of the fair value of each intangible asset with its carrying value, with any excess of carrying value over fair value being recognized as an impairment loss. Intangible assets consist primarily of patents, trademarks and trade names. Amortization of intangible assets is recorded as amortization expense in the consolidated statements of operations and amortized over the respective useful lives using the straight-line method. Management makes adjustments to the carrying amount of such intangible assets acquired if they are deemed to be impaired using the methodology for long-lived assets, or when such assets are reduced or terminated. |
Deferred rent | Deferred rent We entered into an operating lease for our corporate offices in San Diego, California that contains provisions for future rent increases, leasehold improvement allowances and rent abatements. We record monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between the rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected as a separate line item in the accompanying consolidated balance sheet. Effective, August 1, 2015, the Company entered into a new seven year lease agreement for its corporate operations and warehouse facilities (see Note 9). |
Marketing and advertising | Marketing and advertising We expense marketing and advertising costs as incurred. We have no existing arrangements under which we provide or receive marketing and advertising services from others for any consideration other than cash. Marketing and advertising expense totaled $2,289,465 and $1,111,402 for the years ended June 30, 2017 and 2016, respectively. |
Freight costs and fees | Freight costs and fees Outbound freight charged to customers is recorded as revenue. The related outbound freight costs are considered period costs and charged to cost of revenues. |
Income taxes | Income taxes The Company provides for income taxes utilizing the liability method. Under the liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits. Tax rate changes are reflected in the computation of the income tax provision during the period such changes are enacted. Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year operating loss, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of June 30, 2017 and 2016, and therefore has not recognized any income tax benefit or expense (other than the state minimum income tax) for the periods presented. ASC 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties for income taxes on the balance sheets as of June 30, 2017 and 2016, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2017 and 2016. |
Valuation of options and warrants to purchase common stock and share grants | Valuation of options and warrants to purchase common stock and share grants We separately value warrants to purchase common stock when issued in connection with notes payable using the Black Scholes quantitative valuation method. The value of such warrants is recorded as a discount from the related notes payable and credited to additional paid-in capital at the time of the issuance of the related notes payable. The value of the discount is applied to the note payable and amortized over the expected term of the note payable using the interest method with the related accretion charged to operations. We account for our share-based compensation as required by the Financial Accounting Standards Board (“FASB”), under authoritative guidance ASC 718 on stock compensation, using the Black Scholes quantitative valuation method. The resulting compensation expense is recognized in the financial statements on a straight-line basis over the vesting period from the date of grant. Share grants are measured using a fair value method with the resulting compensation cost recognized in the financial statements. Compensation expense is recognized on a straight-line basis over the service period for the stock awards. |
Fair value of financial instruments | Fair value of financial instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. The Company’s financial instruments consisted of cash, cash in escrow, accounts receivable, accounts payable and accrued liabilities, provision for franchisee rescissions and refunds, accrued personnel expenses, due to related party and notes payable. The estimated fair value of these financial instruments approximate the carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model. |
Derivatives and Hedging | Derivatives and Hedging In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for many convertible instruments with provisions that protect holders from a decline in the stock price. Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contains provisions that protect holders from declines in the stock price or otherwise could result in modification of the conversion price under the respective convertible debt agreements. The Company determined that the conversion feature in the convertible notes issued contained such provisions and recorded such instruments as derivative liabilities (see Note 2). The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in fair value are recorded in the consolidated statements of operations under other income (expenses). The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as a non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Sholes option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. |
Net loss per share | Net loss per share Our Company calculates basic earnings per share (“EPS”) by dividing our net loss by the weighted average number of common shares outstanding for the period, without considering common stock equivalents. Diluted EPS is computed by dividing net income or net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants. Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive. Total anti-dilutive stock options and warrants excluded from earnings per share totaled 7,640,000 and 4,514,448 at June 30, 2017 and 2016, respectively. |
Litigation and franchise agreements | Litigation and franchise agreements From time to time, we may become involved in litigation and other legal actions, including disagreements with franchisees that may result in the termination of Company granted franchises. We estimate the range of liability related to any pending litigation or franchise agreement rescissions where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. Estimated legal costs expected to be incurred to resolve legal matters are recorded to the consolidated balance sheet and statements of operations. Additionally, our Company is subject to certain state reviews of our Franchise Disclosure Documents. Such state reviews could lead to our Company being fined or prohibited from entering into franchising agreements with the reviewing state. |
Recent accounting standards | Recent accounting standards In January 2017, the Financial Accounting Standards Board (the “FASB”) issued new guidance for goodwill impairment which requires only a single-step quantitative test to identify and measure impairment and record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The option to perform a qualitative assessment first for a reporting unit to determine if a quantitative impairment test is necessary does not change under the new guidance. This guidance is effective for the Company beginning in fiscal year 2020 with early adoption permitted. The Company expects to adopt this guidance in fiscal year 2017. The adoption of this guidance will have no impact on the Company’s consolidated financial statements. In November 2016, the FASB issued new guidance addressing diversity in practice that exists in the classification and presentation of changes in restricted cash in the statements of cash flows. This guidance is effective for the Company beginning in fiscal year 2018 with early adoption permitted. The Company expects to adopt this guidance retrospectively beginning in fiscal year 2017. Upon adoption, restricted cash will be combined with cash and cash equivalents when reconciling the beginning and end of period balances in the consolidated statements of cash flows, and the current presentation of changes in restricted cash within operating and financing activities will be eliminated. The adoption of this guidance will have no impact on the Company’s consolidated financial statements. In March 2016, the Financial Accounting Standards Board (the “FASB”) issued new guidance for employee share-based compensation which simplifies several aspects of accounting for share-based payment transactions, including excess tax benefits, forfeiture estimates, statutory tax withholding requirements, and classification in the statements of cash flows. This guidance is effective for the Company in fiscal year 2017. Under the new guidance any future excess tax benefits or deficiencies are recorded to the provision for income taxes in the consolidated statements of operations, instead of additional paid-in capital in the consolidated balance sheets. During fiscal years ended 2017 and 2016, no excess tax benefits were recorded to additional paid-in capital that would have been recorded as a reduction to the provision for income taxes. In February 2016, the FASB issued new guidance for lease accounting, which replaces existing lease accounting guidance. The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. This guidance is effective for the Company in fiscal year 2019 with early adoption permitted, and modified retrospective application is required. The Company expects to adopt this new guidance in fiscal year 2019 and is currently evaluating the impact the adoption of this new guidance will have on the Company’s consolidated financial statements and related disclosures. The Company expects that substantially all of its operating lease commitments (see note 9) will be subject to the new guidance and will be recognized as operating lease liabilities and right-of-use assets upon adoption. In May 2014, the FASB issued new guidance for revenue recognition related to contracts with customers, except for contracts within the scope of other standards, which supersedes nearly all existing revenue recognition guidance. The new guidance provides a single framework in which revenue is required to be recognized to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new guidance is effective for the Company in fiscal year 2018 with early adoption permitted in fiscal year 2017. The Company expects to adopt this new guidance in fiscal year 2018 using the full retrospective transition method, which will result in restating each prior reporting period presented in the year of adoption. The Company expects the adoption of the new guidance to change the timing of recognition of initial franchise fees. Currently, these fees are recognized when a machine is installed or when a renewal agreement becomes effective. The new guidance will generally require these fees to be recognized over the term of the related franchise license for the respective machines, which we expect will result in a material impact to revenue recognized for franchise fees and renewal fees. The Company does not expect this new guidance to materially impact the recognition of royalty income, or sales of frozen yogurt and other products. The Company is continuing to evaluate the impact the adoption of this new guidance will have on these and other revenue transactions. |
Subsequent events | Subsequent events Subsequent events have been evaluated up through the date that these consolidated financial statements were filed. |
Franchise information | Franchise information Our franchise agreements generally require an initial non-refundable fee per machine of $1,000 to $5,000. New franchisees are generally required to purchase a minimum of ten vending machines or micro markets or three frozen yogurt robots. Initial franchise fees are primarily intended to compensate our Company for granting the right to use our Company’s trademark and tradenames and patents and to offset the costs of finding locations for vending machines, developing training programs and the operating manual. The term of the initial franchise agreement is generally five to ten years. Options to renew the franchise for one or five year terms are available for an additional fee. Franchise agreements generally also provide for continuing royalty fees that are based on monthly gross revenues of each machine. The royalty fee (generally 6% - 12% of gross revenues) compensates our Company for various advisory services and certain merchant fees that we provide to the franchisee on an on-going basis. We recorded net agency revenues for the sales of food and beverages in the accompanying statements of operations of $88,826 and $93,933 for the years ended June 30, 2017 and 2016, respectively. United States franchise statistics for the years ended June 30, 2017 and 2016 are as follows: FHV franchises in operation as of June 30, 2015 210 New franchises granted 66 Franchises cancelled (26 ) FHV Franchises in operation as of June 30, 2016 250 New franchises granted - Franchises cancelled (22 ) FHV franchises in operation as of June 30, 2017 228 Reis and Irvy's franches in operation as of June 30, 2015 0 New franchises granted 28 Franchises cancelled 0 Reis and Irvy's franches in operation as of June 30, 2016 28 New franchises granted 161 Franchises cancelled -10 179 We operated 3 and 0 frozen yogurt robots, vending machines and micro markets for our own benefit as of June 30, 2017 and 2016, respectively. |
Summary of significant accoun21
Summary of significant accounting policies (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Summary of significant accounting policies | |
Schedule of deferred revenue | As of June 30 2017 2016 Vending machines - new $ 793,559 $ 4,449,950 Vending machines - used 46,750 282,887 Micro markets - new - 213,500 Franchise fees 118,011 682,145 Frozen yogurt robots 23,997,780 2,427,500 Other 86,750 7,000 $ 25,042,850 $ 8,062,982 |
Schedule of franchise statistics | FHV franchises in operation as of June 30, 2015 210 New franchises granted 66 Franchises cancelled (26 ) FHV Franchises in operation as of June 30, 2016 250 New franchises granted - Franchises cancelled (22 ) FHV franchises in operation as of June 30, 2017 228 Reis and Irvy's franches in operation as of June 30, 2015 0 New franchises granted 28 Franchises cancelled 0 Reis and Irvy's franches in operation as of June 30, 2016 28 New franchises granted 161 Franchises cancelled -10 179 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | 2017 2016 Senior Secured Promissory Notes, bearing interest at 12% per annum, payable monthly. $ 334,000 $ 501,000 $600,000 convertible promissory note, bearing interest at 10% per annum, net of discount on note of $453,793 in 2015. 300,000 600,000 Convertible secured debt, bearing interest at 10% per annum, payable quarterly. 250,000 250,000 $2,000,000 Promissory Note, bearing interest at 3.25% per annum. Principal and interest is due quarterly, over a three year period, net of discount of $169,542. 1,850,858 - $345,000 promissory note, with 0% interest, payable quarterly. The promissory note matures on July 28, 2017. 302,100 - Other 6,666 6,666 3,043,624 1,357,666 Less current maturities (1,710,291 ) (1,357,666 ) $ 1,333,333 $ - Maturities of notes payable, net of discounts, are as follows: June 30, 2018 $ 1,710,291 $ 1,357,666 June 30, 2019 $ 1,333,333 $ - $ 3,043,624 $ 1,357,666 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of valuation assumptions for stock options issued | Expected volatility 133 % Dividend yield 0 % Risk-free interest rate 1.38 % Expected life in years 3.5 |
Schedule of summary of stock option activity | Years ended June 30, 2017 and 2016 Options Weighted Averge Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at June 30, 2015 1,134,448 $ 0.372 5.38 $ 20,420 Granted 1,935,000 $ 0.171 Exercised (100,000 ) $ 0.165 Forfeited (455,000 ) $ 0.405 Outstanding at June 30, 2016 2,514,448 $ 0.219 5.84 $ 455,115 Granted 2,300,000 0.270 Exercised (215,000 ) 0.210 Forfeited (479,374 ) 0.160 Outstanding at June 30, 2017 4,120,074 $ 0.253 5.67 $ 2,397,883 Vested at June 30, 2017 2,321,322 $ 0.228 5.26 $ 1,467,076 Nonvested at June 30, 2017 1,798,752 $ 0.200 1.57 $ 1,185,378 |
Schedule of weighted-average grant date fair value of options granted | Stock Options Share Weighted Average Grant-Date Fair Value Nonvested shares at June 30, 2015 898,334 0.48 Granted 1,935,000 0.171 Vested/Issued (371,667 ) 0.502 Forfeited (455,000 ) 0.405 Nonvested shares at June 30, 2016 2,006,667 $ 0.195 Granted 2,300,000 0.271 Vested/Issued (2,028,541 ) 0.091 Forfeited (479,374 ) 0.160 Nonvested shares at June 30, 2017 1,798,752 0.201 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of current and deferred income tax provision (benefit) for federal, state and foreign income taxes | 2017 2016 Current tax provision (benefit): Federal $ - $ - State 4,800 4,800 4,800 4,800 Deferred tax provision (benefit): Federal - - State - - - - Total provision for income taxes $ 4,800 $ 4,800 |
Schedule of reconciliation of income taxes computed by applying the federal statutory income tax rate | Jun-17 Jun-16 Expected tax at 34% $ (3,830,044 ) $ (1,728,509 ) State income tax, net of federal tax (537,880 ) (200,963 ) Change in valuation allowance 4,097,830 1,537,285 Non deductible expenses 181,491 175,953 Other 93,403 221,034 Provision (Benefit) for income taxes $ 4,800 $ 4,800 |
Schedule of components of deferred tax assets and liabilities | June 30, 2017 June 30, 2016 Deferred tax assets (liabilities) Net Operating Loss 6,958,598 3,681,820 Accruals 566,470 152,242 Compensation 287,609 180,373 Inventory 19,917 19,917 State Tax 2,176 2,467 Bad Debt Reserve 79,155 63,993 Revenue 229,451 63,932 Contributions 2,083 7,681 Other 18,901 0 Total gross deferred tax assets 8,164,360 4,172,425 Valuation allowance (8,208,126 ) (4,101,075 ) Net deferred tax assets (43,766 ) 71,350 Total deferred tax liabilities Property and Equipment 103,585 (10,120 ) Other (59,819 ) (61,230 ) 43,766 (71,350 ) Totals 0 0 |
Organization and description 25
Organization and description of business (Detail Textuals) | 1 Months Ended | 12 Months Ended | |
Dec. 29, 2016USD ($) | Jun. 30, 2017USD ($)Franchisee$ / sharesshares | Jun. 30, 2016USD ($) | |
Organization And Description Of Business [Line Items] | |||
Cash payment to related party | $ 440,000 | ||
Purchase additional shares of common stock | shares | 1,520,000 | ||
Strike price | $ / shares | $ 0.50 | ||
Issued notes of RFI | 2,000,000 | ||
Indemnification and set off | $ 1,000,000 | ||
Research and Development | $ 1,637,484 | $ 7,567 | |
U.S. states and Canada | |||
Organization And Description Of Business [Line Items] | |||
Number of units for franchise contract | Franchisee | 731 | ||
Franchise fee per machine | $ 25,000,000 | ||
Research and Development | $ 1,600,000 |
Summary of significant accoun26
Summary of significant accounting policies (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Vending machines - new | $ 793,559 | $ 4,449,950 |
Vending machines - used | 46,750 | 282,887 |
Micro markets - new | 213,500 | |
Franchise fees | 118,011 | 682,145 |
Frozen yogurt robots | 23,997,780 | 2,427,500 |
Other | 86,750 | 7,000 |
Deferred revenue, total | $ 25,042,850 | $ 8,062,982 |
Summary of significant accoun27
Summary of significant accounting policies (Details 1) - Franchisee | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
FHV franchises | ||
Franchise Agreements, Significant Changes In Operations [Roll Forward] | ||
Franchises in operation | 250 | 210 |
New franchises granted | 66 | |
Franchises cancelled | (22) | (26) |
Franchises in operation | 228 | 250 |
Reis and Irvy's franchises | ||
Franchise Agreements, Significant Changes In Operations [Roll Forward] | ||
Franchises in operation | 28 | 0 |
New franchises granted | 161 | 28 |
Franchises cancelled | (10) | 0 |
Franchises in operation | 179 | 28 |
Summary of significant accoun28
Summary of significant accounting policies (Detail Textuals) | 12 Months Ended | |
Jun. 30, 2017USD ($)Franchisee | Jun. 30, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Net loss | $ (11,269,295) | $ (5,087,711) |
Cash flows from operations | (339,848) | (556,474) |
Cash | $ 1,751,022 | 409,706 |
Percentage of commission received on purchases | 5.00% | |
Provision for franchisee rescissions and refunds | $ 2,692,618 | 1,844,176 |
Research and Development | 1,637,484 | 7,567 |
Machine cost | 100,000 | |
Accounts receivable, net | 12,947,611 | 2,411,346 |
Deferred costs | 196,317 | 394,563 |
Customer advances and deferred revenues | 25,042,850 | 8,062,982 |
Bank balances exceeding federally insured limits totaled | 1,501,328 | |
Cash in escrow | 1,500 | 208,767 |
Allowance for doubtful accounts | $ 198,710 | $ 160,647 |
Vending Franchise contracts | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Franchise contract, description | A typical ten unit franchise contract would include the following: Franchise fee per machine: $1,250 Cost per machine: $10,000 Total franchise cost: $112,500 ($1,250 X 10 + $10,000 X 10) Initial payment upon signing contract: $52,500 (100% of franchise fees of $12,500 + 40% of machine cost of $100,000) | |
Franchise fee per machine | $ 1,250 | |
Cost per machine | 10,000 | |
Total franchise cost | 112,500 | |
Initial payment upon signing of franchise contract | $ 52,500 | |
Number of units for franchise contract | Franchisee | 10 | |
Percentage of machines for cash consideration | 40.00% | |
Percentage of franchise fees for cash consideration | 100.00% | |
Percentage of sites located for vending machines and micro markets | 50.00% | |
Accounts receivable from remaining contract value | $ 60,000 | |
Deferred revenue | $ 112,500 | |
Frozen Yogurt Franchise contracts | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Franchise contract, description | A typical three unit franchise contract would include the following: Franchise fee per machine: $5,000 Location fee per machine: $2,500 Cost per machine: $42,500 Total franchise cost: $150,000 ($5,000 X 3 + $2,500 X 3 + 42,500 X 3) Initial payment upon signing contract: $69,000 (100% of franchise fees of $15,000 + 40% of location fees of $7,500 + 40% of machine cost of $127,500) | |
Franchise fee per machine | $ 5,000 | |
Location fee per machine | 2,500 | |
Cost per machine | 42,500 | |
Total franchise cost | 150,000 | |
Initial payment upon signing of franchise contract | $ 69,000 | |
Number of units for franchise contract | Franchisee | 3 | |
Accounts receivable from remaining contract value | $ 81,000 | |
Deferred revenue | $ 150,000 | |
Frozen Yogurt Franchise contracts | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of machines for cash consideration | 50.00% | |
Percentage of franchise fees for cash consideration | 100.00% | |
Frozen Yogurt Franchise contracts | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of machines for cash consideration | 40.00% | |
Percentage of franchise fees for cash consideration | 50.00% |
Summary of significant accoun29
Summary of significant accounting policies (Detail Textuals 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Organization And Description Of Business [Line Items] | ||
Depreciation and amortization expense | $ 243,416 | $ 90,071 |
Marketing and advertising expense | $ 2,289,465 | $ 1,111,402 |
Stock options, warrants and conversion rights | ||
Organization And Description Of Business [Line Items] | ||
Total anti-dilutive stock options excluded from earnings per share | 7,640,000 | 4,514,448 |
Frozen yogurt robots | ||
Organization And Description Of Business [Line Items] | ||
Prepaid expenses and other current assets | $ 395,000 |
Summary of significant accoun30
Summary of significant accounting policies (Detail Textuals 2) | 12 Months Ended | |
Jun. 30, 2017USD ($)Machine | Jun. 30, 2016USD ($)Machine | |
Franchise Information [Line Items] | ||
Net agency revenues for sales of food and beverages | $ 88,826 | $ 93,933 |
Number of vending machines in operations | Machine | 3 | 0 |
Term of the initial franchise agreement | five to ten years | |
Term of renew franchise | one or five year | |
Maximum | ||
Franchise Information [Line Items] | ||
Initial non-refundable fee per machine | $ 5,000 | |
Royalty fee percentage of gross revenues | 12.00% | |
Minimum | ||
Franchise Information [Line Items] | ||
Initial non-refundable fee per machine | $ 1,000 | |
Royalty fee percentage of gross revenues | 6.00% |
Related party transactions (Det
Related party transactions (Detail Textuals) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 27, 2015USD ($)Micro_Market | Sep. 22, 2017USD ($)Promissory_Note | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Number of notes issued | Promissory_Note | 2 | |||
Principal payment of secured notes | $ 623,500 | |||
Promissory Notes | ||||
Related Party Transaction [Line Items] | ||||
Principle amount of debt | $ 250,000 | |||
Maturity period for notes payable | 18 months | |||
Number of micromarkets | Micro_Market | 50 | |||
Secured Promissory Notes | ||||
Related Party Transaction [Line Items] | ||||
Principle amount of debt | $ 250,000 | |||
Maturity period for notes payable | 1 year | |||
Notes payable minimum amount to be paid | $ 75,000 | |||
Principal payment of secured notes | $ 115,617 | $ 87,604 | ||
Interest payment of secured notes | $ 34,383 | $ 69,568 | ||
Socially Responsible Brands, Inc | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from issuance of convertible secured debt | $ 500,000 | |||
Socially Responsible Brands, Inc | Nicholas Yates | ||||
Related Party Transaction [Line Items] | ||||
Percentage of ownership by Chairman | 20.00% |
Related party transactions (D32
Related party transactions (Detail Textuals 1) - USD ($) | Jan. 13, 2015 | Jan. 20, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 18, 2017 |
Related Party Transaction [Line Items] | |||||
Cash proceeds from issuance of notes payable | $ 300,000 | ||||
Socially Responsible Brands, Inc | |||||
Related Party Transaction [Line Items] | |||||
Maturity date of notes payable | Dec. 31, 2017 | ||||
Conversion price | $ 0.16 | ||||
Socially Responsible Brands, Inc | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Modified interest rate on notes payable | 20.00% | ||||
Nicholas Yates | January 2015 Note | |||||
Related Party Transaction [Line Items] | |||||
Loan amount | $ 200,000 | ||||
Cash proceeds from issuance of notes payable | 550,000 | ||||
Modified interest rate on notes payable | 10.00% | ||||
Maturity date of notes payable | Dec. 31, 2016 | ||||
Outstanding amount of loan | 353,187 | $ 521,700 | |||
Loan Portfolio Expense | 193,766 | $ 106,234 | |||
Conversion price | $ 0.16 | ||||
Discount on the Loan | $ 300,000 | ||||
Nine Dragons Investments | |||||
Related Party Transaction [Line Items] | |||||
Loan amount | $ 300,000 | ||||
Cash proceeds from issuance of notes payable | $ 209,931 | ||||
Modified interest rate on notes payable | 10.00% | ||||
Outstanding amount of loan | $ 209,931 | ||||
Conversion price | $ 0.16 |
Contingencies (Detail Textuals)
Contingencies (Detail Textuals) | Nov. 07, 2014USD ($)Franchisee | Jun. 21, 2017USD ($)installment$ / shares | Sep. 23, 2016USD ($) | Jul. 30, 2015USD ($) | Sep. 30, 2012Franchisee | May 31, 2014Franchisee |
Loss Contingencies [Line Items] | ||||||
Number of franchisees sold | Franchisee | 3 | 15 | ||||
Number of franchisees accepted rescission | Franchisee | 9 | |||||
Number of franchisees declined rescission | Franchisee | 6 | |||||
Administrative penalties imposed by DBO | $ 37,500 | |||||
Attorneys' fees | $ 18,200 | |||||
Total rescission payments | $ 934,500 | |||||
Amount of compensatory damages verdict | $ 1,100,000 | $ 535,091 | ||||
Amount of reduction in compensatory damages award | 295,091 | |||||
Attorneys fees of Plaintiff awarded by court | 565,386 | |||||
Attorneys costs of Plaintiff awarded by court | 29,682 | |||||
Payments made by defendants | $ 500,000 | |||||
Number of monthly cash installments | installment | 25 | |||||
Value of securities guarantee | $ 200,000 | |||||
Per share value of securities guarantee | $ / shares | $ 1 | |||||
Alex Kennedy | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of compensatory damages paid | 14,000 | |||||
Nicholas Yates | ||||||
Loss Contingencies [Line Items] | ||||||
Amount of compensatory damages paid | $ 140,000 |
Notes payable (Details)
Notes payable (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Other | $ 6,666 | $ 6,666 |
Notes payable | 3,043,624 | 1,357,666 |
Less current maturities | (1,710,291) | (1,357,666) |
Notes payable, excluding current maturities | 1,333,333 | |
Senior Secured Promissory Notes, bearing interest at 12% per annum, payable monthly. | ||
Debt Instrument [Line Items] | ||
Notes payable | 334,000 | 501,000 |
$600,000 convertible promissory note, bearing interest at 10% per annum, net of discount on note of $453,793 in 2015. | ||
Debt Instrument [Line Items] | ||
Notes payable | 300,000 | 600,000 |
Convertible secured debt, bearing interest at 10% per annum, payable quarterly. | ||
Debt Instrument [Line Items] | ||
Notes payable | 250,000 | 250,000 |
$2,000,000 Promissory Note, bearing interest at 3.25% per annum. Principal and interest is due quarterly, over a three year period, net of discount of $169,542. | ||
Debt Instrument [Line Items] | ||
Notes payable | 1,850,858 | |
$345,000 promissory note, with 0% interest, payable quarterly. The promissory note matures on July 28, 2017. | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 302,100 |
Notes payable (Parentheticals)
Notes payable (Parentheticals) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 27, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 10, 2015 | |
Senior Secured Promissory Notes, bearing interest at 12% per annum, payable monthly. | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes payable | 12.00% | 12.00% | |||
Period of debt repayment | monthly | monthly | |||
$600,000 convertible promissory note, bearing interest at 10% per annum, net of discount on note of $453,793 in 2015. | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes payable | 10.00% | 10.00% | 10.00% | ||
Period of debt repayment | monthly | monthly | |||
Convertible promissory note | $ 600,000 | $ 600,000 | $ 600,000 | ||
Debt discount on note payable | $ 453,793 | ||||
Maturity period for notes payable | 18 months | ||||
Convertible secured debt, bearing interest at 10% per annum, payable quarterly. | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes payable | 10.00% | 10.00% | |||
Period of debt repayment | quarterly | quarterly | |||
$2,000,000 Promissory Note, bearing interest at 3.25% per annum. Principal and interest is due quarterly, over a three year period, net of discount of $169,542. | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes payable | 3.25% | 3.25% | |||
Period of debt repayment | quarterly | quarterly | |||
Convertible promissory note | $ 2,000,000 | $ 2,000,000 | |||
Debt discount on note payable | $ 169,542 | $ 169,542 | |||
Maturity period for notes payable | 3 years | ||||
$345,000 promissory note, with 0% interest, payable quarterly. The promissory note matures on July 28, 2017. | |||||
Debt Instrument [Line Items] | |||||
Interest rate on notes payable | 0.00% | 0.00% | |||
Period of debt repayment | quarterly | quarterly | |||
Maturity date of notes payable | Jul. 28, 2017 | Jul. 28, 2017 | |||
Convertible promissory note | $ 345,000 | $ 345,000 | |||
Debt discount on note payable | $ 102,000 |
Notes payable (Details 1)
Notes payable (Details 1) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Maturities of notes payable, net of discounts, are as follows: | ||
June 30, 2018 | $ 1,710,291 | $ 1,357,666 |
June 30, 2019 | 1,333,333 | |
Long-term Debt | $ 3,043,624 | $ 1,357,666 |
Notes payable (Detail Textuals)
Notes payable (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jul. 19, 2013 | Jun. 19, 2013 | Jun. 30, 2017 | Jun. 30, 2016 | |
Short-term Debt [Line Items] | ||||
Outstanding balance of notes payable | $ 1,710,291 | $ 1,357,666 | ||
Convertible notes payable | Three entities or individuals | ||||
Short-term Debt [Line Items] | ||||
Cash proceeds from issuance of notes payable | $ 249,999 | |||
Interest rate on notes payable | 12.00% | |||
Maturity term for notes payable | The notes bore maturity dates ranging from June 30, 2013 to August 31, 2013, the earlier of their being outstanding for 60 days, or upon the transfer of 25% or more of our Company's share ownership or upon our merger with a public company (all as defined in the note agreements). | |||
Original amount of debt being converted into shares | $ 210,000 | |||
Number of FHV International's common stock issued on conversion of debt | 552,418 | |||
Repayment of principle and accrued interest on notes payable | $ 33,333 | |||
Outstanding balance of notes payable | $ 9,666 | $ 6,666 | $ 6,666 |
Notes payable (Detail Textuals
Notes payable (Detail Textuals 1) | 1 Months Ended | 12 Months Ended | ||
Feb. 25, 2014USD ($)Investor | Jun. 30, 2017USD ($)$ / shares | Jan. 20, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Notes payable | $ 3,043,624 | $ 1,357,666 | ||
Senior Secured Promissory Notes | ||||
Debt Instrument [Line Items] | ||||
Monthly interest rate percentage | 12.00% | 12.00% | ||
Notes payable | $ 334,000 | $ 501,000 | ||
Principle amount of debt | 167,000 | $ 167,000 | ||
Conversion price | $ / shares | $ 0.16 | |||
Aggregate amount of remaining outstanding notes | $ 334,000 | |||
Conversion rights granted, price per share | $ / shares | $ 0.16 | |||
Initial Notes | ||||
Debt Instrument [Line Items] | ||||
Number of investors | Investor | 3 | |||
Proceeds from issuance of Initial Notes | $ 501,000 | |||
Maturity date of notes payable | Feb. 24, 2015 | |||
Monthly interest rate percentage | 12.00% | |||
Maximum proceeds to be raise from the issuance of additional notes | $ 1,500,000 |
Notes payable (Detail Textual39
Notes payable (Detail Textuals 2) | Dec. 15, 2016USD ($) | Sep. 23, 2016USD ($) | Sep. 23, 2014USD ($)DaysMicro_Market$ / shares | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Note payable - long term | $ 1,333,333 | |||
Financing And Security Agreement | Convertible secured debt | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity through issuance of convertible secured debt | $ 1,500,000 | |||
Maximum borrowing capacity for each tranche | 150,000 | |||
Proceeds from issuance of convertible secured debt | 150,000 | |||
Outstanding amount under Financing Agreement | $ 100,000 | $ 150,000 | $ 250,000 | |
Maximum amount of subsequent tranches issued | $ 150,000 | |||
Number of micro markets | Micro_Market | 20 | |||
Due date of convertible secured debt | 24 months | |||
Extended due date of convertible secured debt | 12 months | |||
Interest rate on notes payable | 10.00% | |||
Interest rate of convertible secured debt if extended after due date | 12.00% | |||
Conversion price | $ / shares | $ 1.28 | |||
Percentage of common stock price to conversion price of convertible debt instruments | 85.00% | |||
Number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage | Days | 15 |
Notes payable (Detail Textual40
Notes payable (Detail Textuals 3) - USD ($) | Jun. 10, 2015 | Mar. 13, 2015 | Aug. 19, 2015 | Jun. 30, 2017 | Dec. 29, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||
Number of common stock called by warrants | 1,520,000 | |||||
Warrant outstanding | 3,520,000 | |||||
Discount on notes payable (in dollars) | $ 169,542 | $ 0 | ||||
Value per share of common stock | $ 0.50 | |||||
Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Number of common stock called by warrants | 2,000,000 | |||||
Exercise price | $ 0.75 | |||||
Expected term | 4 years | |||||
Gemini Master Fund, Ltd | Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Number of common stock called by warrants | 101,849 | |||||
Warrant outstanding | 300,000 | |||||
Purchase Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Derivative loss | $ (10,808) | |||||
Derivative loss charged to additional paid in capital | $ 106,433 | |||||
Purchase Agreement | Gemini Master Fund, Ltd | ||||||
Debt Instrument [Line Items] | ||||||
Loan amount | $ 375,000 | |||||
Purchase price | $ 346,500 | |||||
Interest rate on notes payable | 12.00% | |||||
Purchase Agreement | Gemini Master Fund, Ltd | Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Exercise price | $ 0.60 | |||||
Number of additional common stock call by warrants | 150,000 | |||||
Exercise price of additional warrants | $ 0.30 | |||||
Threshold limit of number of common stock called by warrants | 300,000 | |||||
Discount on note payable and derivative liability | $ 95,625 | |||||
Discount on notes payable (in dollars) | $ 28,500 | |||||
Method used to calculate | Black-Scholes option pricing model | |||||
Volatility of common stock | 88.00% | |||||
Risk-free interest rate | 0.77% | |||||
Forfeiture rate | 0.00% | |||||
Value per share of common stock | $ 0.52 | |||||
Strike price | $ 0.30 | |||||
Expected term | 7 years |
Notes payable (Detail Textual41
Notes payable (Detail Textuals 4) | Oct. 14, 2015Days | Jun. 10, 2015USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Dec. 29, 2016shares |
Debt Instrument [Line Items] | |||||
Derivative liability due to the lack of explicit limit on the number of shares | $ 560,007 | $ 336,027 | |||
Value per share of common stock | $ / shares | $ 0.50 | ||||
Number of common stock called by warrants | shares | 1,520,000 | ||||
Warrants | |||||
Debt Instrument [Line Items] | |||||
Expected term | 4 years | ||||
Number of common stock called by warrants | shares | 2,000,000 | ||||
Exercise price | $ / shares | $ 0.75 | ||||
Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Description of maturity of promissory note | (i) 25% discount to the next round of financing prior to conversion in excess of $1 million; or (ii) $.30 per share; or, (iii) Commencing six months after issuance date, at the investor's sole discretion, at a 20% discount to the lowest trading price ten business days prior to conversion. | ||||
Percentage of discount on debt conversion excess of 1 million | 25.00% | ||||
Conversion price at which notes are converted into common stock | $ / shares | $ 0.30 | ||||
Percentage of discount on debt conversion six months after issuance date | 20.00% | ||||
Fair value of warrant as additional paid-in capital | $ 78,707 | ||||
Discount on promissory note | 480,100 | ||||
Derivative liability due to the lack of explicit limit on the number of shares | 401,393 | ||||
Derivative liability related to promissory note | 560,006 | ||||
Loss on derivative | $ 729,327 | ||||
Gain on derivative | $ 1,600 | ||||
Method used to calculate | Black-Scholes option pricing model | ||||
Volatility of common stock | 76.00% | ||||
Risk-free interest rate | 0.28% | ||||
Forfeiture rate | 0.00% | ||||
Value per share of common stock | $ / shares | $ 0.45 | ||||
Strike price | $ / shares | $ 0.75 | ||||
Expected term | 4 years | ||||
Description of adjustable pricing mechanism | 20% discount to the lowest trading price | ||||
Number of threshold trading days | Days | 10 | ||||
Interest rate on notes payable | 10.00% | 10.00% | 10.00% | ||
Convertible promissory note | $ 600,000 | $ 600,000 | $ 600,000 | ||
Accretion of debt discount | 0 | $ 120,025 | |||
Repayments of debt | $ 600,000 |
Notes payable (Detail Textual42
Notes payable (Detail Textuals 5) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 29, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | |||
Payments to Fund Long-term Loans to Related Parties | $ 440,000 | ||
Notes issued period | 3 years | ||
Notes issued | $ 2,000,000 | ||
Common stock purchase warrant year | 5 years | ||
Number of common stock called by warrants | 1,520,000 | ||
Shares price | $ 0.50 | ||
Notes payable | $ 3,043,624 | $ 1,357,666 | |
Common Stock | |||
Debt Instrument [Line Items] | |||
Common stock issued in connection with notes payable (in shares) | 75,000 | ||
Bridge notes payable | |||
Debt Instrument [Line Items] | |||
Convertible promissory note | 345,000 | 345,000 | |
Notes payable | $ 302,100 | ||
Interest rate on notes payable | 0.00% | 0.00% | |
Debt discount on note payable | $ 102,000 |
Stockholders' deficit (Detail T
Stockholders' deficit (Detail Textuals) | Oct. 01, 2014shares | Aug. 19, 2015USD ($)shares | Sep. 22, 2017USD ($)shares | Jun. 30, 2017USD ($)Franchisee$ / sharesshares | Jun. 30, 2016USD ($)shares | Jan. 20, 2017USD ($) |
Stockholders Equity Note [Line Items] | ||||||
Stock compensation | $ | $ 0 | $ 21,562 | ||||
Amount of refund converted into common stock | $ | $ 193,750 | |||||
Converted shares of common stock | 968,750 | |||||
Number of franchisee | Franchisee | 2 | |||||
Conversion price | $ / shares | $ 0.20 | |||||
Gain loss on conversion | $ | $ 263,338 | |||||
Number of options granted | 2,300,000 | 1,935,000 | ||||
Stock-based compensation | $ | $ 401,878 | $ 285,878 | ||||
Number of options exercised | 215,000 | 100,000 | ||||
Common Stock | ||||||
Stockholders Equity Note [Line Items] | ||||||
Conversion of note payable to common stock (in shares) | 1,325,821 | |||||
Common stock issued in connection with notes payable (in shares) | $ | $ 75,000 | |||||
Number of options exercised | 162,245 | 60,715 | ||||
Private placement | ||||||
Stockholders Equity Note [Line Items] | ||||||
Number of shares issued | 5,285,000 | |||||
Proceeds aggregating shares of common stock issued | $ | $ 2,642,500 | |||||
Private placement | Subsequent Event | ||||||
Stockholders Equity Note [Line Items] | ||||||
Number of shares issued | 3,306,000 | |||||
Proceeds aggregating shares of common stock issued | $ | $ 1,653,000 | |||||
Senior Secured Promissory Notes | ||||||
Stockholders Equity Note [Line Items] | ||||||
Conversion price | $ / shares | $ 0.20 | |||||
Principle amount of debt | $ | $ 167,000 | $ 167,000 | ||||
Conversion of note payable to common stock (in shares) | 1,325,821 | |||||
Purchase Agreement | ||||||
Stockholders Equity Note [Line Items] | ||||||
Converted shares of common stock | 300,000 | |||||
Warrant Purchase | 101,849 | |||||
Derivative loss due to warrant conversion into common stock | $ | $ (10,808) | |||||
Derivative loss charged to additional paid in capital | $ | $ 106,433 | |||||
Arthur S. Budman | ||||||
Stockholders Equity Note [Line Items] | ||||||
Number of shares granted | 250,000 | |||||
Vesting period | 1 year |
Stock-based compensation - Summ
Stock-based compensation - Summary of valuation assumptions for stock options issued (Details) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected volatility | 133.00% | 133.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.38% | 1.38% |
Expected life in years | 3 years 6 months | 3 years 6 months |
Stock-based compensation - Su45
Stock-based compensation - Summary of stock option activity (Details 1) - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Options | |||
Outstanding at beginning of period | 2,514,448 | 1,134,448 | |
Granted | 2,300,000 | 1,935,000 | |
Exercised | (215,000) | (100,000) | |
Forfeited | (479,374) | (455,000) | |
Outstanding at end of period | 4,120,074 | 2,514,448 | 1,134,448 |
Vested at June 30, 2017 | 2,321,322 | ||
Nonvested shares, ending balance | 1,798,752 | 2,006,667 | 898,334 |
Weighted Average Exercise Price | |||
Outstanding at beginning of period | $ 0.219 | $ 0.372 | |
Granted | 0.270 | 0.171 | |
Exercised | 0.210 | 0.165 | |
Forfeited | 0.160 | 0.405 | |
Outstanding at end of period | 0.253 | $ 0.219 | $ 0.372 |
Weighted Average Exercise Price, Vested | 0.228 | ||
Weighted Average Exercise Price, Nonvested | $ 0.200 | ||
Weighted Average Remaining Contractual Term (years), Outstanding | 5 years 8 months 1 day | 5 years 10 months 2 days | 5 years 4 months 17 days |
Weighted Average Remaining Contractual Term (years), Vested | 5 years 3 months 4 days | ||
Weighted Average Remaining Contractual Term (years), Nonvested | 1 year 6 months 26 days | ||
Aggregate Intrinsic Value, Outstanding | $ 2,397,883 | $ 455,115 | $ 20,420 |
Aggregate Intrinsic Value, Vested | 1,467,076 | ||
Aggregate Intrinsic Value, Nonvested | $ 1,185,378 |
Stock-based compensation - Su46
Stock-based compensation - Summary of weighted-average grant date fair value of options granted (Details 2) - $ / shares | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Shares | ||
Nonvested shares, beginning balance | 2,006,667 | 898,334 |
Granted | 2,300,000 | 1,935,000 |
Vested/Issued | (2,028,541) | (371,667) |
Forfeited | (479,374) | (455,000) |
Nonvested shares, ending balance | 1,798,752 | 2,006,667 |
Weighted Average Grant-Date Fair Value | ||
Nonvested shares, beginning balance | $ 0.195 | $ 0.48 |
Granted | 0.271 | 0.171 |
Vested/Issued | 0.091 | 0.502 |
Forfeited | 0.160 | 0.405 |
Nonvested shares, ending balance | $ 0.201 | $ 0.195 |
Stock-based compensation (Detai
Stock-based compensation (Detail Textuals) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Apr. 30, 2016 | Jul. 13, 2015 | Aug. 14, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Method used for valuation of options issued | Black Scholes method | ||||
Stock-based compensation | $ 401,878 | $ 307,440 | |||
Total estimated unrecognized compensation cost | $ 222,192 | ||||
Weighted average period | 14 months | ||||
Weighted-average grant date fair value of options granted | $ 0.271 | $ 0.171 | |||
2013 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of shares | 6,000,000 | 4,000,000 | 2,600,000 |
Stock-based compensation (Det48
Stock-based compensation (Detail Textuals 1) | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Stock-Based Compensation [Line Items] | |
Warrants | 1,520,000 |
Strike price | $ / shares | $ 0.50 |
Warrant outstanding | 3,520,000 |
Warrants expire period | 3 years |
$.30 | |
Stock-Based Compensation [Line Items] | |
Warrant outstanding | 2,000,000 |
Exercise price | $ / shares | $ 0.30 |
$.50 | |
Stock-Based Compensation [Line Items] | |
Warrant outstanding | 1,520,000 |
Exercise price | $ / shares | $ 0.50 |
Leases (Detail Textuals)
Leases (Detail Textuals) | Aug. 01, 2015USD ($)ft² | Jun. 30, 2017USD ($)ft² | Jun. 30, 2016USD ($) |
Leases [Abstract] | |||
Area of warehouse | ft² | 8,654 | 7,083 | |
Operating expenses for facility leases | $ 15,995 | $ 15,922 | |
Rent expense | 228,714 | $ 200,944 | |
Term of operating lease | 84 months | ||
Future minimum lease payments under operating leases June 30, 2018 | 191,492 | ||
Future minimum lease payments under operating leases June 30, 2019 | 196,928 | ||
Future minimum lease payments under operating leases June 30, 2020 | 202,554 | ||
Future minimum lease payments under operating leases June 30, 2021 | 208,377 | ||
Future minimum lease payments under operating leases June 30, 2022 | 214,403 | ||
Future minimum lease payments under operating leases thereafter | $ 17,909 |
Intangible intellectual prope50
Intangible intellectual property acquisition (Detail Textuals) | 1 Months Ended |
Dec. 29, 2016USD ($)$ / sharesshares | |
Intangible Intellectual Property Acquisition Details Narrative [Abstract] | |
Cash payment to related party | $ 440,000 |
Notes issued period | 3 years |
Notes issued | $ 2,000,000 |
Common stock purchase warrant year | 5 years |
Number of common stock called by warrants | shares | 1,520,000 |
Shares price | $ / shares | $ 0.50 |
Indemnification and set off | $ 1,000,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Current tax provision (benefit): | ||
Federal | ||
State | 4,800 | 4,800 |
Current tax provision (benefit) total | 4,800 | 4,800 |
Deferred tax provision (benefit): | ||
Federal | ||
State | ||
Deferred tax provision (benefit) total | ||
Provision (Benefit) for income taxes | $ 4,800 | $ 4,800 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 34% | $ (3,830,044) | $ (1,728,509) |
State income tax, net of federal tax | (537,880) | (200,963) |
Change in valuation allowance | 4,097,830 | 1,537,285 |
Non deductible expenses | 181,491 | 175,953 |
Other | 93,403 | 221,034 |
Provision (Benefit) for income taxes | $ 4,800 | $ 4,800 |
Income taxes (Details 2)
Income taxes (Details 2) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Deferred tax assets (liabilities) | ||
Net Operating Loss | $ 6,958,598 | $ 3,681,820 |
Accruals | 566,470 | 152,242 |
Compensation | 287,609 | 180,373 |
Inventory | 19,917 | 19,917 |
State Tax | 2,176 | 2,467 |
Bad Debt Reserve | 79,155 | 63,993 |
Revenue | 229,451 | 63,932 |
Contributions | 2,083 | 7,681 |
Other | 18,901 | 0 |
Total gross deferred tax assets | 8,164,360 | 4,172,425 |
Valuation allowance | (8,208,126) | (4,101,075) |
Net deferred tax assets | (43,766) | 71,350 |
Total deferred tax liabilities | ||
Property and Equipment | 103,585 | (10,120) |
Other | (59,819) | (61,230) |
Total deferred tax liabilities | 43,766 | (71,350) |
Totals | $ 0 | $ 0 |
Income taxes (Detail Textuals)
Income taxes (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 34.00% | 34.00% |
Valuation allowance increased | $ 4,107,051 | $ 1,428,305 |
Operating loss carryforwards | $ 17,695,938 |
Subsequent events (Detail Textu
Subsequent events (Detail Textuals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 22, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Subsequent Event [Line Items] | |||
Number of options granted | 2,300,000 | 1,935,000 | |
Options, exercise price | $ 0.270 | $ 0.171 | |
Issuance of common stock for cash | $ 2,347,900 | ||
Proceeds from issuance of common stock for cash | $ 2,342,500 | ||
Options | Employees | |||
Subsequent Event [Line Items] | |||
Number of options granted | 97,500 | ||
Options | Employees | Maximum | |||
Subsequent Event [Line Items] | |||
Options, exercise price | $ 0.97 | ||
Options | Employees | Minimum | |||
Subsequent Event [Line Items] | |||
Options, exercise price | $ 0.88 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of common share issued | 3,306,000 | ||
Proceeds from issuance of common stock for cash | $ 1,653,000 | ||
Principal payment of loans | $ 623,500 |