Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Oct. 17, 2018 | Dec. 31, 2017 | |
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 | ||
Trading Symbol | vend | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 71,046,504 | ||
Entity Public Float | $ 23,396,044 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash | $ 10,044,084 | $ 1,751,022 |
Restricted cash | 3,712,194 | 1,500 |
Accounts receivable, net of allowance for doubtful accounts of approximately $174,000 and $198,000, respectively | 72,579 | 315,959 |
Contract assets - due from franchisees | 7,250,951 | 12,631,652 |
Stock subscriptions receivable | 300,000 | |
Inventory on-hand, net of allowance for obsolete inventory of $400,000 and $50,000, respectively | 3,257,780 | 448,809 |
Deposit for inventory | 5,152,897 | |
Prepaid expenses and other current assets | 70,149 | 305,508 |
Total current assets | 29,860,634 | 15,454,450 |
Property and equipment, less accumulated depreciation of $115,889 and $70,181 | 199,791 | 154,246 |
Intangible assets, net of accumulated amortization of $686,052 and $294,609 | 1,870,124 | 2,261,567 |
Deposits | 45,404 | 32,904 |
Total assets | 31,975,953 | 17,903,167 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 4,811,706 | 2,727,873 |
Contract liabilities - franchisees advances and deferred revenues | 37,737,460 | 25,042,850 |
Provision for franchisee rescissions and refunds | 2,420,121 | 2,492,618 |
Accrued personnel expenses | 553,314 | 391,072 |
Notes payable, net of discount of $49,716 and $169,542, respectively | 879,017 | 1,710,291 |
Derivative liability | 560,007 | |
Contingent liability | 200,000 | 200,000 |
Due to related party | 536,786 | 649,966 |
Deferred rent | 34,541 | 19,375 |
Total current liabilities | 47,172,945 | 33,794,052 |
Notes payable - long term, net of discount of $49,710 and $0, respectively | 736,115 | 1,333,333 |
Commitments and contingencies (Notes 11) | ||
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; 69,378,052 and 34,826,646 outstanding, respectively | 69,376 | 34,825 |
Additional paid-in capital | 27,515,602 | 6,722,850 |
Accumulated deficit | (43,518,085) | (23,981,893) |
Total stockholders' deficit | (15,933,107) | (17,224,218) |
Total liabilities and stockholders' deficit | $ 31,975,953 | $ 17,903,167 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 174,000 | $ 199,000 |
Allowance for obsolete inventory | 400,000 | 50,000 |
Accumulated depreciation | 115,889 | 70,181 |
Accumulated amortization | 686,052 | 294,609 |
Discount on notes payable | 49,716 | 169,542 |
Discount on long term notes payable | $ 49,710 | $ 0 |
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 | 69,378,052 | 34,826,646 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||
Total revenue | $ 890,594 | $ 4,278,388 |
Cost of revenues | 442,488 | 1,960,074 |
Gross margin | 448,106 | 2,318,314 |
Operating expenses: | ||
Personnel | 4,741,278 | 4,062,660 |
Marketing | 4,520,600 | 2,289,465 |
Professional fees | 551,099 | 1,218,960 |
Insurance | 335,658 | 262,969 |
Rent | 229,907 | 228,714 |
Depreciation and amortization | 437,150 | 243,416 |
Stock compensation | 1,636,491 | 401,878 |
Research and development | 5,184,587 | 1,637,484 |
Provision for legal settlement | 412,656 | 1,056,629 |
Other | 1,409,811 | 1,398,509 |
Total operating expenses | 19,459,237 | 12,800,684 |
Loss from operations | (19,011,131) | (10,482,370) |
Other expenses: | ||
Interest expense | (300,258) | (558,145) |
Derivative liability expense | (220,003) | (223,980) |
Total other expenses | (520,261) | (782,125) |
Loss before provision for income taxes | (19,531,392) | (11,264,495) |
Provision for income taxes | 4,800 | 4,800 |
Net loss | $ (19,536,192) | $ (11,269,295) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.41) | $ (0.39) |
Weighted average shares used in computing net loss per share - basic and diluted (in shares) | 47,615,411 | 29,252,793 |
Frozen yogurt robot sales | ||
Revenues: | ||
Total revenue | $ 137,029 | |
Vending machine sales, net | ||
Revenues: | ||
Total revenue | 178,111 | $ 3,346,776 |
Franchise fees | ||
Revenues: | ||
Total revenue | 29,225 | 307,159 |
Royalties | ||
Revenues: | ||
Total revenue | 296,422 | 372,042 |
Company owned machine sales | ||
Revenues: | ||
Total revenue | 165,686 | 140,690 |
Agency sales, net | ||
Revenues: | ||
Total revenue | 59,659 | 88,826 |
Other | ||
Revenues: | ||
Total revenue | $ 24,462 | $ 22,895 |
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, 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] | ||||
Issuance of common stock for cash | $ 5,285 | 2,637,215 | 2,642,500 | |
Issuance of common stock for cash (in shares) | 5,285,000 | |||
Conversion of franchise liability and note payable to common stock | $ 1,326 | 210,805 | 212,131 | |
Conversion of franchise liability and 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 | |||
Cashless exercise of stock options | $ 162 | (162) | ||
Cashless exercise of stock options (in shares) | 162,245 | 215,000 | ||
Value of warrant issued in connection with notes payable | 174,000 | $ 174,000 | ||
Stock issued for services (in shares) | 5,285,000 | |||
Stock-based compensation | 401,878 | $ 401,878 | ||
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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Cashless exercise of stock options | $ 628 | (628) | ||
Cashless exercise of stock options (in shares) | 627,977 | 719,448 | ||
Issuance of common stock for cash, net of issuance costs of approximately $2,084,000 | $ 30,303 | 16,332,206 | $ 16,362,509 | |
Issuance of common stock for cash, net of issuance costs of approximately $2,084,000 (in shares) | 30,303,232 | |||
Conversion of notes payable to common stock | $ 2,768 | 440,077 | 442,845 | |
Conversion of notes payable to common stock (in shares) | 2,767,782 | |||
Stock issued for services | $ 502 | 1,160,946 | $ 1,161,448 | |
Stock issued for services (in shares) | 502,415 | 30,303,000 | ||
Legal settlement | $ 150 | 143,850 | $ 144,000 | |
Legal settlement (in shares) | 150,000 | |||
Stock subscriptions receivable | $ 200 | 299,800 | 300,000 | |
Stock subscriptions receivable (in shares) | 200,000 | |||
Stock-based compensation | 1,636,491 | 1,636,491 | ||
Extinguishment of derivative liability | 780,010 | 780,010 | ||
Net loss | (19,536,192) | (19,536,192) | ||
Balance at Jun. 30, 2018 | $ 69,376 | $ 27,515,602 | $ (43,518,085) | $ (15,933,107) |
Balance (in shares) at Jun. 30, 2018 | 69,378,052 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Parentheticals) | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of common stock issuance costs | $ 2,084,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (19,536,192) | $ (11,269,295) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 437,150 | 243,416 |
Interest accretion on notes payable | 70,116 | 300,224 |
Loss on derivative liability | 220,003 | 223,980 |
Stock-based compensation | 1,636,491 | 401,878 |
Deferred rent | 15,166 | 7,878 |
Write-off of accounts receivable | 67,560 | |
Bad debt expense | (24,699) | 38,063 |
Provision for obsolete inventory | 350,000 | |
Stock issued for services | 1,161,448 | |
Gain on sale of property and equipment | (2,658) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 200,519 | 2,357,324 |
Contract assets - due from franchisees | 5,380,701 | (12,631,652) |
Inventory on-hand | (3,158,971) | 264,461 |
Prepaid inventory | (5,152,897) | |
Prepaid expenses and other assets | 235,359 | 174,051 |
Deposits | (12,500) | |
Accounts payable and accrued liabilities | 2,215,678 | 1,600,026 |
Deferred revenues | 12,694,610 | 16,979,868 |
Provision for franchisee rescissions and refunds | 71,503 | 848,442 |
Accrued personnel expenses | 162,242 | 124,146 |
Cash flows used in operating activities | (2,966,713) | (339,848) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (91,252) | (561,973) |
Cash flows used in investing activities | (91,252) | (561,973) |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 300,000 | |
Payments of notes payable | (1,187,608) | (322,500) |
Proceeds from issuance of notes payable to related party | 209,931 | |
Payments of notes payable to related party | (113,180) | (494,061) |
Proceeds from issuance of common stock, net of issuance costs | 16,362,509 | 2,342,500 |
Cash flows provided by financing activities | 15,061,721 | 2,035,870 |
Change in cash and restricted cash | 12,003,756 | 1,134,049 |
Cash and restricted cash, beginning of period | 1,752,522 | 618,473 |
Cash and restricted cash, end of period | 13,756,278 | 1,752,522 |
Cash paid for: | ||
Interest expense | 93,963 | 66,867 |
Income taxes | 4,800 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Extinguishment of derivative liability | 780,010 | |
Conversion of debt and accrued interest into shares of common stock | 442,845 | 174,000 |
Stock subscription receivable | 300,000 | 300,000 |
Cashless exercise of options | 628 | 162 |
Issuance of share of common stock for settlement of provision for franchisee rescissions and refunds | $ 144,000 | |
Issuance of common stock in lieu of franchise liability and debt payments | 212,131 | |
Note payable issued for purchase of intangible asset | 2,000,000 | |
Issuance of common stock with bridge loan | 57,000 | |
Debt discount | $ 276,000 |
Organization and description of
Organization and description of business | 12 Months Ended |
Jun. 30, 2018 | |
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"), 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 robotic soft serve vending kiosks, 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 shifted focus away from 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. Because it was determined the assets of FHV LLC are currently insufficient to satisfy FHV LLC’s obligations to creditors, as of September 28, 2018, FHV LLC has executed an Assignment for the Benefit of Creditors under California law, whereby all of the assets of FHV LLC have been assigned to a third party fiduciary who will expeditiously liquidate such assets and distribute the proceeds thereof to FHV LLC’s creditors pursuant to the priorities established and permitted by law. During fiscal year 2017, we obtained the exclusive rights to sell a new frozen yogurt vending robot, branded Reis & Irvy’s. As of the date of this report, we have received approval to sell franchises in a number of states in the U.S. and Canada and have booked a net 1,417 units aggregating approximately $59 million in customer advances-due from franchisees and contract liabilities- franchisees advances and deferred revenues, prior to certain offset adjustments aggregating 10.3 million. As of June 30, 2018, and through the date of this report, the Company has delivered and installed 75 frozen yogurt vending machines. The Company has redeveloped the next generation frozen yogurt robot and has spent $5.2 million in research and development expenses through June 30, 2018. The Company anticipates it will continue to incur additional research and development expenses throughout fiscal 2019. 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 and ice cream vending robots, using RFI's trademarked name of Reis & Irvy's (the “Acquisition”). The Company considered the guidance in ASC 805, Business Combinations, Underwriters Laboratories National Sanitation Foundation NAMA”) |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Jun. 30, 2018 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. 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, 2018 we had a net loss totaling approximately $19,536,000 with negative cash flows from operations totaling approximately $2,967,000. Our cash balance at June 30, 2018 was approximately $10,044,000. Since the date of the closing of the FHV Acquisition, our sales were less than anticipated and the resulting cash flows from franchise sales were not sufficient to cover expenditures associated with our daily operations resulting in a substantial decrease in our cash balances and an increase in our outstanding debt. Also, we used cash on hand to retire liabilities associated with the franchise rescissions, for research and development expenditures related to our robotic soft serve vending kiosks and for the purchase of robot inventory. In order to ensure sufficient liquidity for our continuing operations, we will require additional capital financing in the form of either debt or equity (or a combination thereof) financing. During fiscal year 2018 and through the date of this report, the Company raised approximately $17.6 million through the sale of common stock. Furthermore, the Company anticipates generating a significant amount of our required capital resources from deposits on sales of new franchises and royalties from existing and future franchise installs. If additional funds are required, management believes that it will be able to obtain such financing on terms acceptable to the Company, although there can be no assurance that we will be successful. Our current plans include research and development expenditures for the production of the next generation robot, payments required for the purchase of the Robofusion intellectual property (previous owner of the frozen yogurt robot intellectual property) capital expenditures for the purchase of corporate-owned and operated robotic soft serve vending kiosks as well as 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 production and purchase of robotic soft serve vending kiosks until such time that we may able to prepay for the robots. Principles of consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, Reis & Irvy’s, Inc., FHV LLC, 19 Degrees, Inc., Generation Next Vending Robots, The Fresh and Healthy Vending Corporation, and FHV Acquisition, Corp. All significant intercompany accounts and transactions are eliminated. Reclassification Certain amounts in the 2017 financial statements have been reclassed to conform with the 2018 presentation. Use of estimates The preparation of our Company’s financial statements requires 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, stock based compensation, derivative liability 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. Cash and cash equivalents All investments with an original maturity of three months or less are considered to be cash equivalents. 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, 2018 and 2017. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2018, bank balances, per our bank, exceeding federally insured limits totaled approximately $9,201,000. 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 and inventory suppliers. At June 30, 2018 and 2017, the Company had approximately $3,712,000 and $1,000, respectively maintained in escrow accounts for these purposes. Accounts receivable, net Accounts receivable arise primarily from royalties 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 approximately $174,000 and $198,000 at June 30, 2018 and 2017, respectively. Inventory Inventory is carried at the lower of cost or market, with cost determined using the average cost method. Property and equipment Property and equipment are carried at cost and depreciated using the straight-line method over their estimated useful lives of the individual assets, generally five to seven years. 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. Intangible assets 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. Impairment of long-lived assets Impairment losses are recognized 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, 2018 and 2017, respectively. Deferred rent The Company 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. 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. 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. Revenue, contract liabilities – franchisees advances and deferred revenue, and contract assets – due from franchisees The Company relies upon ASC 606, Revenue from Contracts with Customers Reis & Irvy’s, Inc The primary revenue sources consisted of the following: · Robotic soft serve vending kiosks · Franchise fees. Revenues from robotic soft serve vending kiosks and franchise fees are recognized when the Company has substantially performed or satisfied all material services or conditions relating to the franchise agreement. Substantial performance has 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 in the franchise agreement have been performed; and 4) all other material conditions or obligations have been met. In June 2018, four robotic soft serve vending kiosks were installed and operational, and the Company had no further material conditions or obligations. During the year ended June 30, 2018, the Company recognized revenue of approximately $137,000 for robotic soft serve vending kiosks and approximately $14,000 in franchise fees. Upon the execution of a franchise agreement, a deposit from the franchisee is required, and generally consists of 40% - 50% of the sales price of the frozen yogurt and ice cream robots, 50% - 100% of the initial franchise fees, and 40% - 50% of location fees. In accordance with ASC 606, the Company recognizes the contract as a contract liability – customer deposits and deferred revenue when the Company receives consideration or is due consideration. As of June 30, 2018 and 2017, the Company’s customer advances and deferred revenues were approximately $37,737,000 and $25,043,000, respectively. The Company recognizes contract assets – due from franchisees when the Company has an unconditional right to consideration. As of June 30, 2018 and 2017, the Company’s contract assets – due from franchisees was approximately $7,251,000 and $12,632,000, respectively. Fresh Healthy Vending, LLC The primary revenue sources consisted of the following: · Vending machine sales. · Franchise fees. · Monthly royalties. Revenues from vending machine sales and franchise fees are recognized when the Company has substantially performed or satisfied all material services or conditions relating to the franchise agreement. Substantial performance has 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 in the franchise agreement have been performed; and 4) all other material conditions or obligations have been met. During 2018 the Company recognized approximately $178,000 of vending machine sales and approximately $15,000 in franchise fees. During 2017 the Company recognized approximately $3,347,000 of vending machine sales and approximately $307,000 in franchise fees. Revenue from monthly royalties are recognized when earned. During 2018 and 2017, the Company recognized royalties of approximately $296,000 and $372,000, respectively. Net agency revenues for the sales of food and beverages are recognized when earned. During 2018 and 2017, approximately $60,000 and $89,000, respectively was recognized for net agency revenues. Upon the execution of a franchise agreement, a deposit from the franchisee is required, and generally consists of 40% of amounts due for vending machines plus 100% of the initial franchise fees. In accordance with ASC 606, the Company recognizes the contract as a contract liability – deposits from franchisees and sales taxes payable when the contract is signed. The Company recognizes contract assets – due from franchisees when the contract is executed. As of June 30, 2018 and 2017, the Company recognized no contract assets – due from franchisees. Because it was determined the assets of FHV LLC are currently insufficient to satisfy FHV LLC’s obligations to creditors, as of September 28, 2018, FHV LLC has executed an Assignment for the Benefit of Creditors under California law, whereby all of the assets of FHV LLC have been assigned to a third party fiduciary who will expeditiously liquidate such assets and distribute the proceeds thereof to FHV LLC’s creditors pursuant to the priorities established and permitted by law. 19 Degrees The Company recognizes revenue from the sale of products from company-owned robotic soft serve vending kiosks when pro ducts are purchased. During 2018 and 2017, the Company recognized approximately $166,000 and $141,000, respectively. The Company recognizes the value of company-owned machines as inventory when purchased. Subsequent to installation, the purchased cost is recognized in fixed assets and depreciated over its estimated useful life. As of June 30, 2018, there were four company-owned robotic soft serve vending kiosks included in fixed assets. Generation Next Vending Robots The Company recognizes revenue from the direct sale of robotic soft serve vending kiosks when the machines are installed and operational. During 2018 and 2017, there were no revenues from the direct sale of robots. It is not the Company’s policy to allow for returns, discounts or warranties to our franchisees. Under certain circumstances, including as the result of regulatory action, the Company may become obligated to offer our franchisees amounts in rescission to reacquire their existing franchises, including the robotic soft serve vending kiosks Additionally, if the Company is unable to fulfill its obligations under a franchise agreement the Company may, at its sole discretion, agree to refund or reduce part or all of a franchisees payments or commitments to pay. As of June 30, 2018 and 2017, the Company’s provision for Reis & Irvy’s franchisee rescissions and refunds totaled approximately $2,420,000 and $2,492,000, respectively. The balance is based on executed termination agreements and an estimate of future terminations. Marketing and advertising Marketing and advertising costs are expensed as incurred. There are no existing arrangements under which the Company provides or receives marketing and advertising services from others for any consideration other than cash. Marketing and advertising expense totaled approximately $4,520,000 and $2,289,000 for the years ended June 30, 2018 and 2017, 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. Research and Development Costs Research and development costs are expensed as incurred. For the year ended June 30, 2018 and 2017, the Company recorded approximately $5,184,000 and $1,637,000, respectively. 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, 2018 and 2017, 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, 2018 and 2017, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2018 and 2017. Valuation of options and warrants to purchase common stock and share grants Warrants to purchase common stock are separately valued when issued in connection with notes payable using a binomial quantitative valuation method. The value of such warrants is recognized 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 interest expense. Share-based compensation to employees is recognized in accordance with ASC 718, using a binomial 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-based compensation to non-employees is recognized in accordance with ASC 505, at the estimated fair value until the options or warrants have vested. The resulting compensation expense is recognized 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. Concentration of credit risk The Company is subject to credit risk through its accounts receivable consisting primarily of amounts due from franchisees for 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 spread over a large geographical area and the short-term nature of the receivables. Concentration of manufacturers 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 the Company’s operating results. Additionally, robotic soft serve vending kiosks are manufactured by one supplier; a change in suppliers could cause a delay in deliveries and possible loss of sales, which could adversely affect the Company’s operating results. 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 the franchise network, 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 the Company’s operating results. See Note 11 for purchase commitments from our manufacturers for inventory. 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 determined that the derivative liability was a level 3, as the inputs used to determine the estimated fair value were unobservable. 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. Net loss per share The 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. Common stock equivalents are only included in the calculation of diluted EPS when their effect is dilutive. Segment Information The Company relies upon ASC 280, Segment Reporting, For the periods presented, the Company determined that Reis and Irvy’s, Inc., and FHV, LLC were reportable operating segments, and aggregated Generation Next Franchise Brands, Inc., 19 Degrees, Inc., Generation Next Vending Robots, The Fresh and Healthy Vending Corporation, FHV Acquisition, Corp. and FHV Acquisition, Corp. into the reportable operating segment “Other.” Reis & Irvy’s, Inc. represents the sale of frozen yogurt and ice cream robots, franchise fees, royalties (12% of gross revenue) and location fees. FHV, LLC represents the sale of fresh and healthy vending machines, franchise fees and royalties. Franchise information Franchise statistics for the years ended June 30, 2018 and 2017 are as follows: Reis and Irvy's FHV Number of franchises at July 1, 2016 28 250 New franchises 161 - Terminated franchises (10 ) (22 ) Number of franchises at June 30, 2017 179 228 New franchises 123 - Terminated franchises (12 ) (151 ) Number of franchises at June 30, 2018 290 77 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. New franchisees are generally required to purchase a minimum of three robotic soft serve vending kiosks, or ten vending machines or micro markets. 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 additional terms are available for an additional fee. Related Party Transactions The Company has been involved in transactions with related parties. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Recent accounting standards In July 2015, FASB issued ASU 2015-11, “Inventory (Topic 330) Related to Simplifying the Measurement of Inventory,” which applies to all inventory except that which is measured using last-in, first-out (“LIFO”) or the retail inventory method. Inventory measured using first-in, first-out (“FIFO”) or average cost is within the scope of the new guidance and should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The new guidance is applied prospectively, and earlier application is permitted as of the beginning of an interim or annual reporting period. The Company adopted ASU 2015-11 effective July 1, 2017, which had no material impact on its consolidated financial statements or financial statement disclosures. 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 adopted this guidance in fiscal year 2017. The adoption of this guidance will had no impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash 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 was 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 the years ended June 30, 2018 and 2017, 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 ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) Leases (To |
Inventory
Inventory | 12 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory As of June 30, inventory consisted of the following: 2018 2017 Inventory on-hand: Raw material $ 2,147,287 $ - Work in process 1,003,773 - Finished goods 506,720 498,809 3,657,780 498,809 Allowance for obsolete inventory (400,000 ) (50,000 ) $ 3,257,780 $ 448,809 Prepaid inventory represents payments for raw material that has not been received by the Company as of June 30, 2018. For the year ended June 30, 2018, the Company recognized in the accompanying statement of operations $50,000 in cost of goods sold and $300,000 in research and development expenses for the allowance for obsolete inventory. See Note 11 for purchase commitments from our manufacturers for inventory. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment As of June 30, property and equipment consisted of the following: 2018 2017 Furniture and fixtures $ 44,065 $ 44,065 Office equipment 32,517 32,517 Tenant improvements 61,414 22,846 Frozen yogurt robots 177,684 125,000 315,680 224,427 Accumulated depreciation (115,889 ) (70,181 ) $ 199,791 $ 154,246 For the years ended June 30, 2018 and 2017, depreciation expense was approximately $46,000 and $28,000, respectively. |
Intangible property
Intangible property | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible property | 5. Intangible property As of June 30, intangible property consisted of the following: 2018 2017 Patents $ 2,440,000 $ 2,440,000 Computer software 116,176 116,176 2,556,176 2,556,176 Accumulated amortization (686,052 ) (294,609 ) $ 1,870,124 $ 2,261,567 For the years ended June 30, 2018 and 2017, amortization expense was approximately $391,000 and $215,000, respectively. Patents 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. For the year ended June 30, 2018, the Company entered into two settlements related to the intellectual property totaling $185,000. As of June 30, 2018, the Company made approximately $135,000 in payments. All settlement payments are a reduction of the note payable. (See Note 6). 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. Computer software Computer software represents capitalized costs of the customer relationship management software utilized by the Company. |
Notes payable
Notes payable | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes payable | 6. Notes payable As of June 30, notes payable consisted of the following: 2018 2017 Senior Secured Promissory Notes $ 23,000 $ 334,000 Convertible Secured Debt 250,000 250,000 Convertible Promissory Note - 300,000 Robofusion Note Payable 1,342,132 1,850,858 Bridge Notes Payable - 302,100 Convertible Notes Payable - 6,666 1,615,132 3,043,624 Less current maturities (879,017 ) (1,710,291 ) $ 736,115 $ 1,333,333 Maturities of the notes payable, net of discounts, are as follows: 2018 $ 879,017 2019 $ 627,590 2020 $ 108,525 $ 1,615,132 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, 2018 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 conversion right granted was fixed at the closing trading price of the stock. As a result, the Company determined that the conversion right was not a derivative in accordance with ASC 815, Derivatives and Hedges, As of June 30, 2018 and 2017, the outstanding balance was approximately $23,000 and $334,000, respectively. For the year ended June 30, 2018, approximately $311,000 of principal and $132,000 of accrued interest was converted into approximately 2,767,000 shares of common stock. As of June 30, 2018 and 2017, accrued interest was approximately $6,000 and $107,000, respectively. For the years ended June 30, 2018 and 2017, interest expense was approximately $31,000 and $40,000, respectively. 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, 2018, 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 January 20, 2017, the Company extended both tranches until December 31, 2018. As part of the extension, the holder was granted conversion rights at $.16 per share. The conversion right granted was fixed at the closing trading price of the stock. As a result, the Company determined that the conversion right was not a derivative in accordance with ASC 815, Derivatives and Hedges, The lender of the Financing Agreement has informed the Company that he does not intend to lend additional amounts under the Financing Agreement. As of June 30, 2018 and 2017, the outstanding balance was approximately $250,000. As of June 30, 2018 and 2017, accrued interest was approximately $81,000 and $56,000, respectively. For the years ended June 30, 2018 and 2017, interest expense was approximately $25,000 and $25,000, respectively. 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. The Company considered the guidance in ASC 815, Derivatives and Hedging Debt With Conversion and Other Options Derivatives and Hedging 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. As of June 20, 2018, no warrants were exercised. The Company determined that the cash and non-cash effect of the modification was less than 10% in aggregate. As a result, the modification was not deemed substantive and therefore, was not accounted for as an extinguishment of debt, and did not recognition a gain or loss. During the years ended June 30, 2018 and 2017, principal payments were $300,000 each year. As of June 30, 2018 and 2017, the outstanding balance was approximately $0 and $300,000, respectively. As of June 30, 2018 and 2017, accrued interest was approximately $0 and $24,000, respectively. For the years ended June 30, 2018 and 2017, interest payments were approximately $25,000 and $6,000, respectively. For the years ended June 30, 2018 and 2017, interest expense was approximately $1,000 and $30,000, respectively. 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. In connection with the issuance of the note payable, the Company issued a five-year common stock purchase warrant for 1,520,000 shares with a strike price of $0.50 per share (see Note 5). At inception, the estimated fair value of the warrant was approximately $174,000, and was recognized as a debt discount. For the years ended June 30, 2018 and 2017, approximately $50,000 and $25,000 was accreted to interest expense in the accompanying statement of operations. As of June 30, 2018 and 2017, the outstanding balance was approximately $1,441,000 and $2,000,000, respectively. During 2018, principal payments were approximately $424,000 and indemnification payments were approximately $135,000. As of June 30, 2018 and 2017, accrued interest was approximately $15,000 and $0, respectively. For the year ended June 30, 2018, interest payments were approximately $45,000. For the years ended June 30, 2018 and 2017, interest expense was approximately $60,000 and $30,000, respectively. Bridge notes payable On February 28, 2017, the Company executed two short-term bridge notes aggregating $345,000. The notes bear interest at 0% per annum and matured on July 28, 2017. In connection with the note issuances, the Company recognized an original issue discount of approximately $45,000 and a debt discount approximately $57,000 related to the issuance of 75,000 shares of the Company’s common stock (Note 7), for a total debt discount of approximately $102,000. The debt discount was amortized over the life of the loan. During the years ended June 30, 2018 and 2017, principal payments were approximately $323,000 and $22,000, respectively. As of June 30, 2018 and 2017, the outstanding balance was approximately $0 and $323,000, respectively. As of June 30, 2018 and 2017, accrued interest was approximately $0 and $5,000, respectively. For the years ended June 30, 2018 and 2017, interest expense was approximately $2,000 and $5,000, respectively. For the years ended June 30, 2018 and 2017, approximately $20,000 and $82,000 was accreted to interest expense in the accompanying statement of operations. 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 approximately $250,000. 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. During the year ended June 30, 2018, principal payments were approximately $7,000. As of June 30, 2018 and 2017, the outstanding balance was approximately $0 and $7,000, respectively. |
Stockholders' deficit
Stockholders' deficit | 12 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' deficit | 7. Stockholders’ deficit For the year ended June 30, 2018, the Company issued or recognized: · Approximately 30,303,000 shares of common stock for gross proceeds of approximately $16,362,000, net of approximately $2,082,000 in issuance costs. · 200,000 shares of common stock representing $300,000 of stock subscription receivable. Proceeds were received subsequent to June 30, 2018. · Approximately 2,768,000 shares of common stock for the conversion of approximately $311,000 of convertible debt and $132,000 of accrued interest. · 150,000 shares of common stock in connection with a legal settlement. The estimated fair value based on the closing price on the date of the settlement was approximately $144,000, and was a reduction of the provision for franchisee rescissions and refunds. In connection with the settlement, the Company guaranteed the shareholder would receive proceeds of $200,000 from the sale of the shares. See Note 12. · Approximately 502,000 shares of common stock for approximately $1,161,000 of marketing and other services. · Approximately 628,000 shares of common stock for the cashless exercise of options under the 2013 Equity Incentive Plan. (See Note 8). · Approximately $1,636,000 in stock-based compensation related to options issued inside and outside the 2013 Equity Incentive Plan · Approximately $780,000 in derivative liability. For the year ended June 30, 2017, the Company issued or recognized: · 5,285,000 shares of common stock for gross proceeds of approximately $2,642,000. · Approximately 969,000 shares of common stock for franchise refunds of approximately $194,000. · Approximately 1,326,000 shares of common stock for the conversion of $167,000 of notes payable. · 75,000 shares of common stock in connection with bridge notes payable, with an estimated fair value of $57,000. · Approximately 162,000 shares of common stock for the cashless exercise of options under the 2013 Equity Incentive Plan. (See Note 8). · Approximately $402,000 in stock-based compensation related to options issued inside and outside the 2013 Equity Incentive Plan. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation | 8. Stock-based compensation 2013 Equity Incentive Plan 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, 2018 and 2017, 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, 2018 and 2017. During the years ended June 30, 2018 and 2017, options issued were valued using a binomial valuation method assuming the following: 2018 2017 Expected volatility 133%-234.30 % 133 % Dividend yield 0 % 0 % Forfeiture rate 20 % 20 % Risk-free interest rate 1.59%-2.44% % 1.38 % Expected life in years 3.5 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 $1,636,000 and $402,000 for the years ended June 30, 2018, and 2017, respectively. The following table summarizes the stock option activity: Weighted Weighted Average Average Exercise Remaining Price Contractual Aggregate Per Term Intrinsic Options Share (Years) Value Outstanding at July 1, 2016 2,514,448 $ 0.22 5.84 $ 455,115 Granted 2,300,000 0.27 Exercised (215,000 ) 0.21 Forfeited (479,374 ) 0.16 Outstanding at June 30, 2017 4,120,074 0.25 5.67 2,397,883 Granted 332,500 1.48 Exercised (719,448 ) (0.22 ) Forfeited (591,250 ) 0.38 3,141,876 0.21 5.23 $ 6,168,665 Vested options 2,732,876 Remaining options expected to vest 409,000 At June 30, 2018, the total estimated unrecognized compensation cost related to options totaled approximately $341,000. 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 6). As of June 30, 2018, 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. Non-Qualified Stock Options For the year ended June 30, 2017, the Company granted non-qualified stock options (outside of the 2013 Plan) aggregating 5,000,000 and 500,000, respectively to its Chairman and CEO. The options vest 50% upon the delivery of 400 robotic soft serve vending kiosks or achieving cumulative revenue of $15 million and 50% upon the delivery of 800 robotic soft serve vending kiosks or achieving cumulative revenue of $30 million. The estimated fair value of the options was approximately $698,000. Stock-based compensation related to these awards is recognized on a straight-line basis over the expected vesting period (24 months) and is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. The options issued were valued using a binomial method assuming the following: Expected volatility 134.81 % Dividend yield 0 % Risk-free interest rate 1.50 % Expected life in years 3.5 For the years ended June 30, 2018 and 2017, the Company recognized approximately $279,000 and $116,000, respectively. Remaining stock-based compensation to be recognized is approximately $303,000. No options have vested and the remaining options expected to vest is 4,400,000. For the year ended June 30, 2018, the Company granted non-qualified stock options (outside of the 2013 Plan) to the following: · The Company granted a potential of 1,175,000 options to employees. The options vest based on objective criteria consisting of sales and overall Company goals. · Furthermore, we granted a potential of 6,375,000 options to the Chairman, CEO and management employees with an exercise price of $0.87 per share. The options vest 50% upon 1,200 units installed or $45 million in cumulative revenue; and 50% upon 2,000 units installed or $75 million in cumulative revenue. The estimated fair value of the options was approximately $6,464,000. Stock-based compensation related to these awards is recognized on a straight-line basis over the expected vesting period (24 months) and is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations . The options issued were valued using a binomial method assuming the following: Expected volatility 232.16% - 233.60 Dividend yield 0 % Risk-free interest rate 2.37% - 2.67 % Expected life in years 3.5 For the year ended June 30, 2018, the Company recognized approximately $1,067,000. Remaining stock-based compensation to be recognized is approximately $5,397,000. No options have vested and the remaining options expected to vest is 7,550,000. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Leases | 9. Leases 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 $230,000 and $229,000 for the years ended June 30 2018 and 2017, respectively. |
Income taxes
Income taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 10. 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, 2018 and 2017, 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: 2018 2017 Current tax provision (benefit): Federal - - State 4,800 4,800 4,800 4,800 Deferred tax provision (benefit): Federal - - State - - - - Total provision (benefit) for income taxes: 4,800 4,800 Significant components of deferred tax assets and liabilities are shown below: 2018 2017 Deferred tax assets (liabilities) Net Operating Loss 8,912,582 7,008,920 Accruals 51,330 566,470 Compensation 449,380 287,609 Inventory 102,661 19,917 State Tax 1,176 2,176 Bad Debt Reserve 44,660 79,155 Revenue 579,856 229,451 Contributions 16,689 2,083 Other 18,901 Total gross deferred tax assets 10,158,334 8,214,682 Valuation allowance (10,225,893 ) (8,258,448 ) Net deferred tax assets (67,559 ) (43,766 ) Total deferred tax liabilities Fixed Assets 80,374 103,585 Debt Discount (12,815 ) (59,819 ) Total - - In assessing the realizability of deferred tax assets of $10,158,334 at June 30, 2018 management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. 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, 2018 and 2017: 2018 2017 Expected tax at 34% (6,866,090 ) 34.00 % (3,830,044 ) 34.00 % State income tax, net of federal tax (395,011 ) 1.96 % (537,880 ) 4.78 % Permanent Items 686,153 -3.40 % 181,491 -1.61 % Results of Change in Federal Tax Rates 4,731,271 -23.43 % - 0.00 % Change in valuation allowance 1,967,446 -9.74 % 4,097,830 -36.38 % Research Credits - 0.00 % 0.00 % Other / True-up (118,969 ) 0.59 % 93,403 -0.83 % Provision (Benefit) for income taxes 4,800 -0.02 % 4,800 -0.04 % During the years ended June 30, 2018 and 2017, the valuation allowance increased by $1,967,000 and $4,107,000, respectively. At June 30, 2018, the Company had federal and state net operating carryforwards of approximately $33,841,000 and 24,719,000 respectively. The federal and state loss carryforwards begin to expire in 2031 unless previously utilized. Our tax returns for the years 2014 - 2017 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. On December 22, 2017, new tax reform legislation in the U.S., known as the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law. As a result of the lower enacted corporate tax rate, the Company has remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The provisional amount recorded related to the remeasurement of our deferred tax balance was $4.8 million that is fully offset by a corresponding decrease to our valuation allowance. We recognize a tax benefit from an uncertain tax position 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. Income tax positions must meet a more-likely-than-not recognition at the effective date to be recognized. As of June 30, 2018 we do not have any unrecognized tax benefits. We do not anticipate a significant change in the unrecognized tax benefits within the next 12 months. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 11. Commitments and contingencies During fiscal year 2018, the Company began a voluntary internal investigation into payments made with respect to the Company’s primary stock sales and whether the payments complied with Section 15 of the Securities Exchange Act of 1934. The Company paid a bonus to certain members of its franchise sales staff and to the Company’s Chairman for any shares of the Company’s stock that potential franchisees purchased. In this regard, the Company paid approximately $332,000 to its franchise sales staff and a matching bonus of approximately $332,000 to its Chairman for the time period July 2017 to April 2018. The Company also paid an outside service provider pursuant to a written contract for franchise reengagement leads. The Company has determined that the outside service provider had some involvement in generating reengagement leads of potential franchisees who also may have had an interest in purchasing stock. These payments are in relation to the $16.4 million (net of offering costs) raised by the Company during the fiscal year. The Company has engaged outside counsel, has ceased and will not make further payments with regard to the Company’s stock sales, will take remedial measures (including oversight and education), and, as deemed appropriate, will take steps to recapture the value of those payments previously made. The Audit Committee will take charge of and oversee the continued internal investigation and remediation efforts. The Company cannot reasonably estimate any potential liability or recovery, if any, related to these payments. There are warranties on our vending machines 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. As a result, no warranty liability or expense was recognized in 2018 or 2017. The Company provides a one year parts warranty on its robotic soft serve vending kiosks. As of June 30, 2018, the Company had unconditional purchase contracts of approximately $12,870,000 for the purchase or inventory for the frozen yogurt and ice cream robots. On May 19, 2018, the Company entered into an 18 month consulting contract with a franchisee. Consideration is a total of 300,000 shares of common stock. 50,000 shares of common stock vest every three months during the term of the contract. If the consultant resigns or is terminated, the Company has the option to repurchase the vested shares at the lesser of the fair market value of the shares at the time the repurchase option is exercised and the purchase price The Company accounted for the shares in accordance with ASC 505-50, Equity-Equity Based Payments to Non-Employees On June 6, 2018, the Company entered into an agreement with two investors in connection with the Company’s private placement memorandum. The investors have the right to purchase: · From June 6 through June 30, 2018, 300,000 shares of common stock at $1.00 per share. As of June 30, 2018, the investors purchased 300,000 shares of common stock. · From July 1 through September 30, 2018, 1,000,000 shares of common stock at $1.00 per share. As of September 30, 2018, no shares were purchased. · From October 1 through December 31, 2018, 1,333,333 shares of common stock at $1.50 per share. As of the date of this report, no shares were purchased. From time to time, we may become involved in litigation and other legal actions, including disagreements with 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. 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. |
Related party transactions
Related party transactions | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions | 12. Related party transactions Related party debt consisted of the following: 2018 2017 Secured Promissory Notes $ 296,779 $ 296,779 Convertible Promissory Note 240,007 353,187 536,786 649,966 Less current maturities (536,786 ) (649,966 ) $ - $ - Maturities of notes payable, are as follows: June 30, 2018 $ 536,786 $ 649,966 Notes Payable to Socially Responsible Brands 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 2018, the Company paid $0 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. Additionally, the Notes were further extended until December 31, 2018. Notes Payable to Nick Yates 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 $0 and $194,000, to operations during the years ended June 30, 2018 and 2017, respectively. As of June 30, 2018 and 2017, $240,000 and $353,000, 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. Furthermore, Loans were extended until December 31, 2018. 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. Other Transactions The Company paid a bonus to the Chairman for shares of the Company’s stock that potential franchisees purchased. In this regard, the Company paid approximately $332,000 to its Chairman for the time period July 2017 to April 2018. The Company will take steps to recapture the value of these payments previously made to its Chairman. In July 2017, the Company issued 150,000 shares of common stock in connection with settlement of a former franchisee (see Note 11). Terms of the agreement state that Nick Yates will receive 50% of the proceeds in excess of $200,000. The spouse of the Company’s Chairman was employed by the Company during 2017 and through May 31, 2018. The Company charged approximately $38,000 and $40,000 to operations for her compensation in 2018 and 2017, respectively. As of June 30, 2018 and 2017, prepaid expenses and other current assets in the accompanying balance sheet included approximately $28,000 and $14,000, respectively, of short-term advances to an officer of the Company. As of June 30, 2017, prepaid expenses and other current assets in the accompanying balance sheet included approximately $21,000, from a loan to an officer of the Company. During the year ended June 30, 2018, the loan was repaid in-full. The Company determined that there may be a material weakness related to the identification of transactions that could be deemed violations of Section 13(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 402 of the Sarbanes-Oxley Act of 2002. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The segment information consisted of the following: June 30, 2018 R&I FHV Other Total Revenue: Frozen Yogurt Robots $ 137,029 $ - $ - $ 137,029 Vending Machines - 178,111 - 178,111 Royalties - 296,422 - 296,422 Franchises 13,750 15,475 - 29,225 Company-owned Machines - - 165,686 165,686 Agency Sales, net - 59,659 - 59,659 Other 24,462 - - 24,462 Total $ 175,241 $ 549,667 $ 165,686 $ 890,594 Depreciation and Amortization $ 400,527 $ 81,739 $ 25,000 $ 507,266 Operating Loss $ (17,483,787) $ (1,519,564) $ (7,780) $ (19,011,131) Interest Expense $ 145,572 $ 154,686 $ - $ 300,258 Change in Estimated Fair Value of Derivative Liabilities $ - $ (220,003 ) $ - $ (220,003 ) Purchases of Property and Equipment $ 24,111 $ 37,141 $ 30,000 $ 91,252 Total Assets $ 31,574,645 $ 292,664 $ 108,644 $ 31,975,953 June 30, 2017 R&I FHV Other Total Revenue: Frozen Yogurt Robots $ - $ - $ - $ - Vending Machines - 3,346,776 - 3,346,776 Royalties - 372,042 - 372,042 Franchises - 307,159 - 307,159 Company-owned Machines - - 140,690 140,690 Agency Sales, net - 88,826 - 88,826 Other 22,895 - - 22,895 Total $ 22,895 $ 4,114,803 $ 140,690 $ 4,278,388 Depreciation and Amortization $ 200,141 $ 28,150 $ 15,125 $ 243,416 Operating Loss $ (8,452,474 ) $ (2,030,302 ) $ 406 $ (10,482,370 ) Interest Expense $ 57,099 $ 501,046 $ - $ 558,145 Change in Estimated Fair Value of Derivative Liabilities $ - $ (223,980 ) $ - $ (223,980 ) Purchases of Property and Equipment $ 436,973 $ - $ 125,000 $ 561,973 Total Assets $ 17,155,932 $ 626,950 $ 120,285 $ 17,903,167 |
Subsequent events
Subsequent events | 12 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent events | 14. Subsequent events On various dates subsequent to July 1, 2018 through the date of this report, the Company issued 832,000 shares of common stock, aggregating approximately $1,248,000. On October 9, 2018, the Company repaid the outstanding balance of approximately $240,000 of convertible notes payable to the Company's Chairman, Nicholas Yates, and related accrued interest of approximately $14,000, for a total of approximately $254,000. On various dates subsequent to July 1, 2018 and through the date of this report, the Company entered into termination agreements with franchisees for refunds aggregating approximately $428,000. The Company considered the guidance in ASC 855, Subsequent Events Because it was determined the assets of FHV LLC are currently insufficient to satisfy FHV LLC’s obligations to creditors, as of September 28, 2018, FHV LLC has executed an Assignment for the Benefit of Creditors under California law, whereby all of the assets of FHV LLC have been assigned to a third party fiduciary who will expeditiously liquidate such assets and distribute the proceeds thereof to FHV LLC’s creditors pursuant to the priorities established and permitted by law. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
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, 2018 we had a net loss totaling approximately $19,536,000 with negative cash flows from operations totaling approximately $2,967,000. Our cash balance at June 30, 2018 was approximately $10,044,000. Since the date of the closing of the FHV Acquisition, our sales were less than anticipated and the resulting cash flows from franchise sales were not sufficient to cover expenditures associated with our daily operations resulting in a substantial decrease in our cash balances and an increase in our outstanding debt. Also, we used cash on hand to retire liabilities associated with the franchise rescissions, for research and development expenditures related to our robotic soft serve vending kiosks and for the purchase of robot inventory. In order to ensure sufficient liquidity for our continuing operations, we will require additional capital financing in the form of either debt or equity (or a combination thereof) financing. During fiscal year 2018 and through the date of this report, the Company raised approximately $17.6 million through the sale of common stock. Furthermore, the Company anticipates generating a significant amount of our required capital resources from deposits on sales of new franchises and royalties from existing and future franchise installs. If additional funds are required, management believes that it will be able to obtain such financing on terms acceptable to the Company, although there can be no assurance that we will be successful. Our current plans include research and development expenditures for the production of the next generation robot, payments required for the purchase of the Robofusion intellectual property (previous owner of the frozen yogurt robot intellectual property) capital expenditures for the purchase of corporate-owned and operated robotic soft serve vending kiosks as well as 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 production and purchase of robotic soft serve vending kiosks until such time that we may able to prepay for the robots. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, Reis & Irvy’s, Inc., FHV LLC, 19 Degrees, Inc., Generation Next Vending Robots, The Fresh and Healthy Vending Corporation, and FHV Acquisition, Corp. All significant intercompany accounts and transactions are eliminated. |
Reclassification | Reclassification Certain amounts in the 2017 financial statements have been reclassed to conform with the 2018 presentation. |
Use of estimates | Use of estimates The preparation of our Company’s financial statements requires 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, stock based compensation, derivative liability 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. |
Cash and cash equivalents | Cash and cash equivalents All investments with an original maturity of three months or less are considered to be cash equivalents. 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, 2018 and 2017. We may maintain our cash and cash equivalents in amounts that may, at times, exceed federally insured limits. At June 30, 2018, bank balances, per our bank, exceeding federally insured limits totaled approximately $9,201,000. 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 and inventory suppliers. At June 30, 2018 and 2017, the Company had approximately $3,712,000 and $1,000, respectively maintained in escrow accounts for these purposes. |
Accounts receivable, net | Accounts receivable, net Accounts receivable arise primarily from royalties 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 approximately $174,000 and $198,000 at June 30, 2018 and 2017, respectively. |
Inventory | Inventory Inventory is carried at the lower of cost or market, with cost determined using the average cost method. |
Property and equipment | Property and equipment Property and equipment are carried at cost and depreciated using the straight-line method over their estimated useful lives of the individual assets, generally five to seven years. 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. |
Intangible assets | Intangible assets 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. |
Impairment of long-lived assets | Impairment of long-lived assets Impairment losses are recognized 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, 2018 and 2017, respectively. |
Deferred rent | Deferred rent The Company 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. |
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. 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. |
Revenue, contract liabilities - franchisees advances and deferred revenue, and contract assets - due from franchisees | Revenue, contract liabilities – franchisees advances and deferred revenue, and contract assets – due from franchisees The Company relies upon ASC 606, Revenue from Contracts with Customers Reis & Irvy’s, Inc The primary revenue sources consisted of the following: · Robotic soft serve vending kiosks · Franchise fees. Revenues from robotic soft serve vending kiosks and franchise fees are recognized when the Company has substantially performed or satisfied all material services or conditions relating to the franchise agreement. Substantial performance has 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 in the franchise agreement have been performed; and 4) all other material conditions or obligations have been met. In June 2018, four robotic soft serve vending kiosks were installed and operational, and the Company had no further material conditions or obligations. During the year ended June 30, 2018, the Company recognized revenue of approximately $137,000 for robotic soft serve vending kiosks and approximately $14,000 in franchise fees. Upon the execution of a franchise agreement, a deposit from the franchisee is required, and generally consists of 40% - 50% of the sales price of the frozen yogurt and ice cream robots, 50% - 100% of the initial franchise fees, and 40% - 50% of location fees. In accordance with ASC 606, the Company recognizes the contract as a contract liability – customer deposits and deferred revenue when the Company receives consideration or is due consideration. As of June 30, 2018 and 2017, the Company’s customer advances and deferred revenues were approximately $37,737,000 and $25,043,000, respectively. The Company recognizes contract assets – due from franchisees when the Company has an unconditional right to consideration. As of June 30, 2018 and 2017, the Company’s contract assets – due from franchisees was approximately $7,251,000 and $12,632,000, respectively. Fresh Healthy Vending, LLC The primary revenue sources consisted of the following: · Vending machine sales. · Franchise fees. · Monthly royalties. Revenues from vending machine sales and franchise fees are recognized when the Company has substantially performed or satisfied all material services or conditions relating to the franchise agreement. Substantial performance has 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 in the franchise agreement have been performed; and 4) all other material conditions or obligations have been met. During 2018 the Company recognized approximately $178,000 of vending machine sales and approximately $15,000 in franchise fees. During 2017 the Company recognized approximately $3,347,000 of vending machine sales and approximately $307,000 in franchise fees. Revenue from monthly royalties are recognized when earned. During 2018 and 2017, the Company recognized royalties of approximately $296,000 and $372,000, respectively. Net agency revenues for the sales of food and beverages are recognized when earned. During 2018 and 2017, approximately $60,000 and $89,000, respectively was recognized for net agency revenues. Upon the execution of a franchise agreement, a deposit from the franchisee is required, and generally consists of 40% of amounts due for vending machines plus 100% of the initial franchise fees. In accordance with ASC 606, the Company recognizes the contract as a contract liability – deposits from franchisees and sales taxes payable when the contract is signed. The Company recognizes contract assets – due from franchisees when the contract is executed. As of June 30, 2018 and 2017, the Company recognized no contract assets – due from franchisees. Because it was determined the assets of FHV LLC are currently insufficient to satisfy FHV LLC’s obligations to creditors, as of September 28, 2018, FHV LLC has executed an Assignment for the Benefit of Creditors under California law, whereby all of the assets of FHV LLC have been assigned to a third party fiduciary who will expeditiously liquidate such assets and distribute the proceeds thereof to FHV LLC’s creditors pursuant to the priorities established and permitted by law. 19 Degrees The Company recognizes revenue from the sale of products from company-owned robotic soft serve vending kiosks when pro ducts are purchased. During 2018 and 2017, the Company recognized approximately $166,000 and $141,000, respectively. The Company recognizes the value of company-owned machines as inventory when purchased. Subsequent to installation, the purchased cost is recognized in fixed assets and depreciated over its estimated useful life. As of June 30, 2018, there were four company-owned robotic soft serve vending kiosks included in fixed assets. Generation Next Vending Robots The Company recognizes revenue from the direct sale of robotic soft serve vending kiosks when the machines are installed and operational. During 2018 and 2017, there were no revenues from the direct sale of robots. It is not the Company’s policy to allow for returns, discounts or warranties to our franchisees. Under certain circumstances, including as the result of regulatory action, the Company may become obligated to offer our franchisees amounts in rescission to reacquire their existing franchises, including the robotic soft serve vending kiosks Additionally, if the Company is unable to fulfill its obligations under a franchise agreement the Company may, at its sole discretion, agree to refund or reduce part or all of a franchisees payments or commitments to pay. Asof June 30, 2018 and 2017, the Company’s provision for Reis & Irvy’s franchisee rescissions and refunds totaled approximately $2,420,000 and $2,492,000, respectively. The balance is based on executed termination agreements and an estimate of future terminations. |
Marketing and advertising | Marketing and advertising Marketing and advertising costs are expensed as incurred. There are no existing arrangements under which the Company provides or receives marketing and advertising services from others for any consideration other than cash. Marketing and advertising expense totaled approximately $4,520,000 and $2,289,000 for the years ended June 30, 2018 and 2017, 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. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. For the year ended June 30, 2018 and 2017, the Company recorded approximately $5,184,000 and $1,637,000, respectively. |
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, 2018 and 2017, 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, 2018 and 2017, and the Company has not recognized interest and/or penalties in the consolidated statements of operations for the years ended June 30, 2018 and 2017. |
Valuation of options and warrants to purchase common stock and share grants | Valuation of options and warrants to purchase common stock and share grants Warrants to purchase common stock are separately valued when issued in connection with notes payable using a binomial quantitative valuation method. The value of such warrants is recognized 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 interest expense. Share-based compensation to employees is recognized in accordance with ASC 718, using a binomial 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-based compensation to non-employees is recognized in accordance with ASC 505, at the estimated fair value until the options or warrants have vested. The resulting compensation expense is recognized 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. |
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 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 spread over a large geographical area and the short-term nature of the receivables. |
Concentration of manufacturers | Concentration of manufacturers 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 the Company’s operating results. Additionally, robotic soft serve vending kiosks are manufactured by one supplier; a change in suppliers could cause a delay in deliveries and possible loss of sales, which could adversely affect the Company’s operating results. 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 the franchise network, 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 the Company’s operating results. See Note 11 for purchase commitments from our manufacturers for inventory. |
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 determined that the derivative liability was a level 3, as the inputs used to determine the estimated fair value were unobservable. 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. |
Net loss per share | Net loss per share The 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. Common stock equivalents are only included in the calculation of diluted EPS when their effect is dilutive. |
Segment Information | Segment Information The Company relies upon ASC 280, Segment Reporting, For the periods presented, the Company determined that Reis and Irvy’s, Inc., and FHV, LLC were reportable operating segments, and aggregated Generation Next Franchise Brands, Inc., 19 Degrees, Inc., Generation Next Vending Robots, The Fresh and Healthy Vending Corporation, FHV Acquisition, Corp. and FHV Acquisition, Corp. into the reportable operating segment “Other.” Reis & Irvy’s, Inc. represents the sale of frozen yogurt and ice cream robots, franchise fees, royalties (12% of gross revenue) and location fees. FHV, LLC represents the sale of fresh and healthy vending machines, franchise fees and royalties. |
Franchise information | Franchise information Franchise statistics for the years ended June 30, 2018 and 2017 are as follows: Reis and Irvy's FHV Number of franchises at July 1, 2016 28 250 New franchises 161 - Terminated franchises (10 ) (22 ) Number of franchises at June 30, 2017 179 228 New franchises 123 - Terminated franchises (12 ) (151 ) Number of franchises at June 30, 2018 290 77 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. New franchisees are generally required to purchase a minimum of three robotic soft serve vending kiosks, or ten vending machines or micro markets. 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 additional terms are available for an additional fee. |
Related Party Transactions | Related Party Transactions The Company has been involved in transactions with related parties. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Recent accounting standards | Recent accounting standards In July 2015, FASB issued ASU 2015-11, “Inventory (Topic 330) Related to Simplifying the Measurement of Inventory,” which applies to all inventory except that which is measured using last-in, first-out (“LIFO”) or the retail inventory method. Inventory measured using first-in, first-out (“FIFO”) or average cost is within the scope of the new guidance and should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The new guidance is applied prospectively, and earlier application is permitted as of the beginning of an interim or annual reporting period. The Company adopted ASU 2015-11 effective July 1, 2017, which had no material impact on its consolidated financial statements or financial statement disclosures. 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 adopted this guidance in fiscal year 2017. The adoption of this guidance will had no impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash 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 was 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 the years ended June 30, 2018 and 2017, 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 ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) Leases (Topic 840) Codification Improvements of Topic 842, Leases Leases (Topic 842 Targeted Improvements.” In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605) Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. This five-step process will require significant management judgment in addition to changing the way many companies recognize revenue in their financial statements. Additionally, and among other provisions, the New Revenue Standard requires expanded quantitative and qualitative disclosures, including disclosure about the nature, amount, timing and uncertainty of revenue. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change the accounting for certain stock-based compensation transactions, including the income tax consequences and cash flow classification for applicable transactions. The amendments in this update are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its consolidated financial statements. In February 2016, FASB issued ASU 2016-02, “Leases.” This standard requires the recognition of all lease transactions with terms in excess of 12 months on the balance sheet as a lease liability and a right-of-use asset (as defined in the standard). ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. ASU 2016-02 is not expected to have a material impact on the Company’s consolidated financial statements or consolidated financial statement disclosures upon adoption based on current facts and circumstances. Effective January 2017, FASB issued ASU No. 2016-15 “Statement of Cash Flows” (Topic 230). This guidance clarifies diversity in practice on where in the Statement of Cash Flows to recognize certain transactions, including the classification of payment of contingent consideration for acquisitions between Financing and Operating activities. We are currently evaluating the impact that this amendment will have on our consolidated financial statements. On January 5, 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business” (Topic ASC 805), guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and remove the evaluation of whether a market participant could replace the missing elements. This ASU is effective for public business entities in annual periods beginning after December 15, 2017, including interim periods therein. We are currently evaluating the impact that this amendment will have on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation” (Topic 718) - Scope of Modification Accounting. This ASU clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This ASU is effective prospectively for the annual period ending December 31, 2018 and interim periods within that annual period. We are currently evaluating the impact that this amendment will have on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Summary of significant accounting policies | |
Schedule of franchise statistics | Reis and Irvy's FHV Number of franchises at July 1, 2016 28 250 New franchises 161 - Terminated franchises (10 ) (22 ) Number of franchises at June 30, 2017 179 228 New franchises 123 - Terminated franchises (12 ) (151 ) Number of franchises at June 30, 2018 290 77 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | 2018 2017 Inventory on-hand: Raw material $ 2,147,287 $ - Work in process 1,003,773 - Finished goods 506,720 498,809 3,657,780 498,809 Allowance for obsolete inventory (400,000 ) (50,000 ) $ 3,257,780 $ 448,809 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | 2018 2017 Furniture and fixtures $ 44,065 $ 44,065 Office equipment 32,517 32,517 Tenant improvements 61,414 22,846 Frozen yogurt robots 177,684 125,000 315,680 224,427 Accumulated depreciation (115,889 ) (70,181 ) $ 199,791 $ 154,246 |
Intangible property (Tables)
Intangible property (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible property | 2018 2017 Patents $ 2,440,000 $ 2,440,000 Computer software 116,176 116,176 2,556,176 2,556,176 Accumulated amortization (686,052 ) (294,609 ) $ 1,870,124 $ 2,261,567 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | 2018 2017 Senior Secured Promissory Notes $ 23,000 $ 334,000 Convertible Secured Debt 250,000 250,000 Convertible Promissory Note - 300,000 Robofusion Note Payable 1,342,132 1,850,858 Bridge Notes Payable - 302,100 Convertible Notes Payable - 6,666 1,615,132 3,043,624 Less current maturities (879,017 ) (1,710,291 ) $ 736,115 $ 1,333,333 |
Schedule of notes payable Maturities | 2018 $ 879,017 2019 $ 627,590 2020 $ 108,525 $ 1,615,132 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of valuation assumptions for stock options issued | 2018 2017 Expected volatility 133%-234.30 % 133 % Dividend yield 0 % 0 % Forfeiture rate 20 % 20 % Risk-free interest rate 1.59%-2.44% % 1.38 % Expected life in years 3.5 3.5 |
Schedule of summary of stock option activity | Weighted Weighted Average Average Exercise Remaining Price Contractual Aggregate Per Term Intrinsic Options Share (Years) Value Outstanding at July 1, 2016 2,514,448 $ 0.22 5.84 $ 455,115 Granted 2,300,000 0.27 Exercised (215,000 ) 0.21 Forfeited (479,374 ) 0.16 Outstanding at June 30, 2017 4,120,074 0.25 5.67 2,397,883 Granted 332,500 1.48 Exercised (719,448 ) (0.22 ) Forfeited (591,250 ) 0.38 3,141,876 0.21 5.23 $ 6,168,665 Vested options 2,732,876 Remaining options expected to vest 409,000 |
Schedule of non-qualified stock options | Expected volatility 134.81% Dividend yield 0% Risk-free interest rate 1.50% Expected life in years 3.5 Expected volatility 232.16% - 233.60 Dividend yield 0 % Risk-free interest rate 2.37% - 2.67 % Expected life in years 3.5 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of current and deferred income tax provision (benefit) for federal, state and foreign income taxes | 2018 2017 Current tax provision (benefit): Federal - - State 4,800 4,800 4,800 4,800 Deferred tax provision (benefit): Federal - - State - - - - Total provision (benefit) for income taxes: 4,800 4,800 |
Schedule of components of deferred tax assets and liabilities | 2018 2017 Deferred tax assets (liabilities) Net Operating Loss 8,912,582 7,008,920 Accruals 51,330 566,470 Compensation 449,380 287,609 Inventory 102,661 19,917 State Tax 1,176 2,176 Bad Debt Reserve 44,660 79,155 Revenue 579,856 229,451 Contributions 16,689 2,083 Other 18,901 Total gross deferred tax assets 10,158,334 8,214,682 Valuation allowance (10,225,893 ) (8,258,448 ) Net deferred tax assets (67,559 ) (43,766 ) Total deferred tax liabilities Fixed Assets 80,374 103,585 Debt Discount (12,815 ) (59,819 ) Total - - |
Schedule of reconciliation of income taxes computed by applying the federal statutory income tax rate | 2018 2017 Expected tax at 34% (6,866,090 ) 34.00 % (3,830,044 ) 34.00 % State income tax, net of federal tax (395,011 ) 1.96 % (537,880 ) 4.78 % Permanent Items 686,153 -3.40 % 181,491 -1.61 % Results of Change in Federal Tax Rates 4,731,271 -23.43 % - 0.00 % Change in valuation allowance 1,967,446 -9.74 % 4,097,830 -36.38 % Research Credits - 0.00 % 0.00 % Other / True-up (118,969 ) 0.59 % 93,403 -0.83 % Provision (Benefit) for income taxes 4,800 -0.02 % 4,800 -0.04 % |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | 2018 2017 Secured Promissory Notes $ 296,779 $ 296,779 Convertible Promissory Note 240,007 353,187 536,786 649,966 Less current maturities (536,786 ) (649,966 ) $ - $ - Maturities of notes payable, are as follows: June 30, 2018 $ 536,786 $ 649,966 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment information | June 30, 2018 R&I FHV Other Total Revenue: Frozen Yogurt Robots $ 137,029 $ - $ - $ 137,029 Vending Machines - 178,111 - 178,111 Royalties - 296,422 - 296,422 Franchises 13,750 15,475 - 29,225 Company-owned Machines - - 165,686 165,686 Agency Sales, net - 59,659 - 59,659 Other 24,462 - - 24,462 Total $ 175,241 $ 549,667 $ 165,686 $ 890,594 Depreciation and Amortization $ 400,527 $ 81,739 $ 25,000 $ 507,266 Operating Loss $ (17,483,787) $ (1,519,564) $ (7,780) $ (19,011,131) Interest Expense $ 145,572 $ 154,686 $ - $ 300,258 Change in Estimated Fair Value of Derivative Liabilities $ - $ (220,003 ) $ - $ (220,003 ) Purchases of Property and Equipment $ 24,111 $ 37,141 $ 30,000 $ 91,252 Total Assets $ 31,574,645 $ 292,664 $ 108,644 $ 31,975,953 June 30, 2017 R&I FHV Other Total Revenue: Frozen Yogurt Robots $ - $ - $ - $ - Vending Machines - 3,346,776 - 3,346,776 Royalties - 372,042 - 372,042 Franchises - 307,159 - 307,159 Company-owned Machines - - 140,690 140,690 Agency Sales, net - 88,826 - 88,826 Other 22,895 - - 22,895 Total $ 22,895 $ 4,114,803 $ 140,690 $ 4,278,388 Depreciation and Amortization $ 200,141 $ 28,150 $ 15,125 $ 243,416 Operating Loss $ (8,452,474 ) $ (2,030,302 ) $ 406 $ (10,482,370 ) Interest Expense $ 57,099 $ 501,046 $ - $ 558,145 Change in Estimated Fair Value of Derivative Liabilities $ - $ (223,980 ) $ - $ (223,980 ) Purchases of Property and Equipment $ 436,973 $ - $ 125,000 $ 561,973 Total Assets $ 17,155,932 $ 626,950 $ 120,285 $ 17,903,167 |
Organization and description _2
Organization and description of business (Detail Textuals) | 1 Months Ended | 12 Months Ended | |
Dec. 29, 2016USD ($) | Jun. 30, 2018USD ($)unitMachineshares | Jun. 30, 2017USD ($)$ / shares | |
Organization And Description Of Business [Line Items] | |||
Research and development | $ 5,184,587 | $ 1,637,484 | |
Issued notes of RFI | $ 2,000,000 | ||
Purchase additional shares of common stock | shares | 1,520,000 | ||
Strike price | $ / shares | $ 0.50 | ||
Indemnification and set off | $ 1,000,000 | ||
Payment made for settlements | $ 135,000 | ||
U.S. states and Canada | |||
Organization And Description Of Business [Line Items] | |||
Number of units for franchise contract | unit | 1,417 | ||
Contract liabilities - franchise advances and deferred revenues | $ 59,000,000 | ||
Offset aggregate adjustment | $ 10,300,000 | ||
Additional number of units for contractual commitments | unit | 3,200 | ||
Franchise fee per machine | $ 128,000,000 | ||
Research and development | $ 5,200,000 | ||
Number of delivered and installed frozen yogurt vending machines | Machine | 75 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) - Franchisee | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Reis and Irvy Inc | ||
Franchise Information [Roll Forward] | ||
Number of franchises | 179 | 28 |
New franchises | 123 | 161 |
Terminated franchises | (12) | (10) |
Number of franchises | 290 | 179 |
FHV | ||
Franchise Information [Roll Forward] | ||
Number of franchises | 228 | 250 |
New franchises | 0 | 0 |
Terminated franchises | (151) | (22) |
Number of franchises | 77 | 228 |
Summary of significant accoun_5
Summary of significant accounting policies (Detail Textuals) | 12 Months Ended | |
Jun. 30, 2018USD ($)Machine | Jun. 30, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Net loss | $ (19,536,192) | $ (11,269,295) |
Cash flows from operations | (2,966,713) | (339,848) |
Cash | 10,044,084 | 1,751,022 |
Amount raised from sale of common stock | 17,600,000 | |
Provision for franchisee rescissions and refunds | 2,420,121 | 2,492,618 |
Bank balances exceeding federally insured limits totaled | 9,201,000 | |
Cash in escrow | 3,712,000 | 1,000 |
Allowance for doubtful accounts | $ 174,000 | 199,000 |
Property and equipment, estimated useful lives | five to seven years | |
Contract assets | $ 7,251,000 | 12,632,000 |
Revenues | 890,594 | 4,278,388 |
Customer advances and deferred revenues | 37,737,460 | 25,042,850 |
Reis and Irvy Inc | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Provision for franchisee rescissions and refunds | 2,420,000 | 2,492,000 |
Franchise fees | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | 29,225 | 307,159 |
Franchise fees | Reis and Irvy Inc | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | 14,000 | |
Franchise fees | Fresh Healthy Vending, LLC | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | 15,000 | 307,000 |
Robotic soft serve vending kiosks | Reis and Irvy Inc | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | 137,000 | |
Robotic soft serve vending kiosks | 19 Degrees, Inc | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | $ 166,000 | 141,000 |
Number of vending machines | Machine | 4 | |
Vending machine sales, net | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | $ 178,111 | 3,346,776 |
Vending machine sales, net | Fresh Healthy Vending, LLC | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | 178,000 | 3,347,000 |
Royalties | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | 296,422 | 372,042 |
Royalties | Fresh Healthy Vending, LLC | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | 296,000 | 372,000 |
Food and beverages | Fresh Healthy Vending, LLC | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Revenues | $ 60,000 | $ 89,000 |
Vending Franchise contracts | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of machines for cash consideration | 40.00% | |
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% | |
Percentage of location fees for cash consideration | 40.00% | |
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% | |
Percentage of location fees for cash consideration | 50.00% |
Summary of significant accoun_6
Summary of significant accounting policies (Detail Textuals 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Organization And Description Of Business [Line Items] | ||
Depreciation and amortization expense | $ 437,150 | $ 243,416 |
Marketing and advertising expense | 4,520,000 | 2,289,000 |
Research and Development Expense | $ 5,184,587 | $ 1,637,484 |
Term of the initial franchise agreement | five to ten years | |
Minimum | ||
Organization And Description Of Business [Line Items] | ||
Royalty fee percentage of gross revenues | 6.00% | |
Maximum | ||
Organization And Description Of Business [Line Items] | ||
Royalty fee percentage of gross revenues | 12.00% |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Inventory on-hand: | ||
Raw material | $ 2,147,287 | $ 0 |
Work in process | 1,003,773 | 0 |
Finished goods | 506,720 | 498,809 |
Inventory gross | 3,657,780 | 498,809 |
Allowance for obsolete inventory | (400,000) | (50,000) |
Inventories, net | $ 3,257,780 | $ 448,809 |
Inventory (Detail Textuals)
Inventory (Detail Textuals) | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Inventory Disclosure [Abstract] | |
Inventory cost of goods sold | $ 50,000 |
Research and development for allowance for obsolete inventory | $ 300,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 315,680 | $ 224,427 |
Accumulated depreciation | (115,889) | (70,181) |
Property and Equipment net | 199,791 | 154,246 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 44,065 | 44,065 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 32,517 | 32,517 |
Tenant improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 61,414 | 22,846 |
Frozen yogurt robots | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 177,684 | $ 125,000 |
Property and Equipment (Detail
Property and Equipment (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 46,000 | $ 28,000 |
Intangible property (Details)
Intangible property (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible property gross | $ 2,556,176 | $ 2,556,176 |
Accumulated amortization | (686,052) | (294,609) |
Intangible property net | 1,870,124 | 2,261,567 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible property gross | 2,440,000 | 2,440,000 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible property gross | $ 116,176 | $ 116,176 |
Intangible property (Detail Tex
Intangible property (Detail Textuals) | 1 Months Ended | 12 Months Ended | |
Dec. 29, 2016USD ($)$ / sharesshares | Jun. 30, 2018USD ($)Settlement | Jun. 30, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 391,000 | $ 215,000 | |
Cash payment to related party | $ 440,000 | ||
FDIC Indemnification Asset, Net Write Offs | 1,000,000 | ||
Payment made for settlements related to intellectual property | $ 135,000 | ||
Patents | Asset Purchase Agreement (the "Agreement") | Reis and Irvy Inc | |||
Finite-Lived Intangible Assets [Line Items] | |||
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 | ||
FDIC Indemnification Asset, Net Write Offs | $ 1,000,000 | ||
Number of settlement | Settlement | 2 | ||
Settlements related to intellectual property | $ 185,000 | ||
Payment made for settlements related to intellectual property | $ 135,000 |
Notes payable (Details)
Notes payable (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Notes payable | $ 1,615,132 | $ 3,043,624 |
Less current maturities | (879,017) | (1,710,291) |
Notes payable, excluding current maturities | 736,115 | 1,333,333 |
Senior Secured Promissory Notes | ||
Debt Instrument [Line Items] | ||
Notes payable | 23,000 | 334,000 |
Convertible Secured Debt | ||
Debt Instrument [Line Items] | ||
Notes payable | 250,000 | 250,000 |
Convertible Promissory Note | ||
Debt Instrument [Line Items] | ||
Notes payable | 0 | 300,000 |
Robofusion Note Payable | ||
Debt Instrument [Line Items] | ||
Notes payable | 1,342,132 | 1,850,858 |
Bridge Notes Payable | ||
Debt Instrument [Line Items] | ||
Notes payable | 0 | 302,100 |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 0 | $ 6,666 |
Notes payable (Details 1)
Notes payable (Details 1) | Jun. 30, 2018USD ($) |
Maturities of notes payable, net of discounts, are as follows: | |
2,018 | $ 879,017 |
2,019 | 627,590 |
2,020 | 108,525 |
Total maturities of notes payable, net of discounts | $ 1,615,132 |
Notes payable (Detail Textuals)
Notes payable (Detail Textuals) | Mar. 15, 2016 | Sep. 23, 2014 | Feb. 25, 2014USD ($)Investor | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jan. 20, 2017USD ($)$ / shares |
Debt Instrument [Line Items] | ||||||
Notes payable | $ 1,615,132 | $ 3,043,624 | ||||
Interest expense | $ 20,000 | 82,000 | ||||
Senior Secured Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Number of investors | Investor | 3 | |||||
Proceeds from issuance of initial notes | $ 501,000 | |||||
Maturity date of notes payable | Sep. 30, 2016 | Mar. 15, 2016 | Feb. 24, 2015 | Dec. 31, 2018 | ||
Monthly interest rate percentage | 12.00% | 12.00% | ||||
Maximum proceeds to be raise from the issuance of additional notes | $ 1,500,000 | |||||
Notes payable | $ 23,000 | 334,000 | ||||
Principle amount of debt | $ 334,000 | |||||
Conversion price | $ / shares | $ 0.16 | |||||
Aggregate amount of remaining outstanding notes | $ 334,000 | |||||
Conversion rights granted, price per share | $ / shares | $ 0.16 | |||||
Accrued interest | $ 6,000 | 107,000 | $ 167,000 | |||
Accrued interest amount of debt conversion | 132,000 | |||||
Principal amount of debt conversion | $ 311,000 | |||||
Number of shares issued on conversion of debt | shares | 2,767,000 | |||||
Interest expense | $ 31,000 | $ 40,000 |
Notes payable (Detail Textuals
Notes payable (Detail Textuals 1) | Dec. 15, 2016USD ($) | Sep. 23, 2014USD ($)Micro_MarketDays$ / shares | Sep. 23, 2016USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Amount of long term notes payable | $ 736,115 | $ 1,333,333 | ||||
Interest expense | 20,000 | 82,000 | ||||
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 | |||||
Additional amount of tranche issued | $ 100,000 | |||||
Amount of long term notes payable | $ 250,000 | 250,000 | ||||
Outstanding amount under financing agreement | $ 100,000 | $ 150,000 | ||||
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% | |||||
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 | |||||
Conversion price | $ / shares | $ 1.28 | $ 0.16 | ||||
Interest expense | $ 25,000 | 25,000 | ||||
Accrued interest | $ 81,000 | $ 56,000 |
Notes payable (Detail Textual_2
Notes payable (Detail Textuals 2) | Oct. 14, 2015Days | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 10, 2015USD ($)shares |
Debt Instrument [Line Items] | ||||
Interest expense | $ 20,000 | $ 82,000 | ||
Outstanding debt | 1,615,132 | 3,043,624 | ||
Principal payments of notes | 1,187,608 | 322,500 | ||
Derivative liability due to the lack of explicit limit on the number of shares | 560,007 | |||
Derivative liability | 780,000 | |||
Warrants | ||||
Debt Instrument [Line Items] | ||||
Number of common stock called by warrants | shares | 2,000,000 | |||
Term of warrants | 4 years | |||
Convertible Promissory Note | ||||
Debt Instrument [Line Items] | ||||
Accrued interest | 0 | 24,000 | ||
Interest expense | 1,000 | 30,000 | ||
Interest payment | $ 25,000 | 6,000 | ||
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% | |||
Outstanding debt | $ 0 | 300,000 | ||
Principal payments of notes | $ 300,000 | 300,000 | ||
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 | 480,000 | |||
Derivative liability due to the lack of explicit limit on the number of shares | $ 401,000 | |||
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% | ||
Convertible promissory note | $ 600,000 | $ 600,000 | ||
Repayments of debt | 600,000 | |||
Derivative gain (loss) | 220,000 | $ 224,000 | ||
Derivative liability | $ 780,000 | |||
Convertible Promissory Note | Volatility of common stock | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, measurement input | 76 | |||
Convertible Promissory Note | Risk-free interest rate | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, measurement input | 0.28 | |||
Convertible Promissory Note | Forfeiture rate | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, measurement input | 0 | |||
Convertible Promissory Note | Value per share of common stock | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, measurement input | 0.45 | |||
Convertible Promissory Note | Strike price | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, measurement input | 0.75 | |||
Convertible Promissory Note | Term | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, term | 4 years |
Notes payable (Detail Textual_3
Notes payable (Detail Textuals 3) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 29, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Notes payable | $ 1,615,132 | $ 3,043,624 | ||
Interest expense | 20,000 | 82,000 | ||
Cash payment to related party | $ 440,000 | |||
Principal payments of notes | 1,187,608 | 322,500 | ||
Outstanding balance of notes payable | 879,017 | 1,710,291 | ||
Bridge Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 0 | 302,100 | ||
Accrued interest | 0 | 5,000 | ||
Interest expense | 2,000 | 5,000 | ||
Interest rate on notes payable | 0.00% | |||
Recognized original issue discount on Note payable | $ 45,000 | |||
Debt discount recognized related to issuance of shares | $ 57,000 | |||
Maturity date of notes payable | Jul. 28, 2017 | |||
Common stock, shares | 75,000 | |||
Aggregating amounts of notes | $ 345,000 | |||
Debt discount | $ 102,000 | |||
Accreted to interest expense on notes payable | 20,000 | 82,000 | ||
Principal payments of notes | 323,000 | 22,000 | ||
Outstanding balance of notes payable | 0 | 323,000 | ||
Robofusion Note Payable | ||||
Debt Instrument [Line Items] | ||||
Interest payment | 45,000 | |||
Debt principal payments | 424,000 | |||
Notes payable | 1,342,132 | 1,850,858 | ||
Accrued interest | 15,000 | 0 | ||
Interest expense | 60,000 | 30,000 | ||
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 | 1,520,000 | |||
Shares price | $ 0.50 | |||
Accreted to interest expense on notes payable | 50,000 | 25,000 | ||
Outstanding balance of notes payable | 1,441,000 | $ 2,000,000 | ||
Indemnification payments | $ 135,000 | |||
Estimated fair value of the warrants | $ 174,000 |
Notes payable (Detail Textual_4
Notes payable (Detail Textuals 4) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 19, 2013 | Jun. 19, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | |
Short-term Debt [Line Items] | ||||
Original amount of debt being converted into shares | $ 442,845 | $ 174,000 | ||
Principal payments of notes | 1,187,608 | 322,500 | ||
Outstanding balance of notes payable | 879,017 | 1,710,291 | ||
Convertible Notes Payable | Three entities or individuals | ||||
Short-term Debt [Line Items] | ||||
Cash proceeds from issuance of notes payable | $ 250,000 | |||
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 | |||
Principal payments of notes | 7,000 | |||
Outstanding balance of notes payable | $ 0 | $ 7,000 |
Stockholders' deficit (Detail T
Stockholders' deficit (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Stockholders Equity Note [Line Items] | ||
Common stock issued for services | 30,303,000 | 5,285,000 |
Value of common stock issued for services | $ 16,362,000 | $ 2,642,000 |
Net of common stock issuance costs | $ 2,084,000 | |
Number of common stock subscription receivable | 200,000 | |
Common stock subscription receivable | $ 300,000 | |
Legal settlement | 144,000 | |
Proceeds from issuance of common stock, net of issuance costs | $ 16,362,509 | $ 2,342,500 |
Number of common stock for cashless exercise | 719,448 | 215,000 |
Stock-based compensation | $ 1,636,000 | $ 402,000 |
Derivative liability | $ 780,000 | |
Common stock issued in connection with notes payable | $ 57,000 | |
Selling and Marketing Expense [Member] | ||
Stockholders Equity Note [Line Items] | ||
Common stock issued for services | 502,000 | |
Value of common stock issued for services | $ 1,161,000 | |
Franchises | ||
Stockholders Equity Note [Line Items] | ||
Common stock issued for services | 969,000 | |
Value of common stock issued for services | $ 194,000 | |
2013 Equity Incentive Plan | ||
Stockholders Equity Note [Line Items] | ||
Number of common stock for cashless exercise | 628,000 | 162,000 |
Common Stock | ||
Stockholders Equity Note [Line Items] | ||
Common stock issued for services | 502,415 | |
Conversion of notes payable to common stock (in shares) | 2,767,782 | |
Legal settlement (in shares) | 150,000 | |
Legal settlement | $ 150 | |
Proceeds from issuance of common stock, net of issuance costs | $ 200,000 | |
Number of common stock for cashless exercise | 627,977 | 162,245 |
Common stock issued in connection with notes payable (in shares) | 75,000 | |
Common stock issued in connection with notes payable | $ 75 | |
Convertible secured debt | ||
Stockholders Equity Note [Line Items] | ||
Conversion of notes payable to common stock (in shares) | 2,768,000 | |
Value of convertible debt | $ 311,000 | |
Accrued interest | $ 132,000 | |
Convertible Notes Payable | ||
Stockholders Equity Note [Line Items] | ||
Common stock issued for services | 1,326,000 | |
Value of common stock issued for services | $ 167,000 |
Stock-based compensation - Summ
Stock-based compensation - Summary of valuation assumptions for stock options issued (Details) - 2013 Equity Incentive Plan - stock options | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 133.00% | |
Dividend yield | 0.00% | 0.00% |
Forfeiture rate | 20.00% | 20.00% |
Risk-free interest rate | 1.38% | |
Expected life in years | 3 years 6 months | 3 years 6 months |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 133.00% | |
Risk-free interest rate | 1.59% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 234.30% | |
Risk-free interest rate | 2.44% |
Stock-based compensation - Su_2
Stock-based compensation - Summary of stock option activity (Details 1) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Options | |||
Outstanding at July 1, 2016 | 4,120,074 | 2,514,448 | |
Granted | 332,500 | 2,300,000 | |
Exercised | (719,448) | (215,000) | |
Forfeited | (591,250) | (479,374) | |
Outstanding at June 30, 2017 | 3,141,876 | 4,120,074 | 2,514,448 |
Vested options | 2,732,876 | ||
Remaining options expected to vest | 409,000 | ||
Weighted Average Exercise Price per Share | |||
Outstanding at July 1, 2016 | $ 0.25 | $ 0.22 | |
Granted | 1.48 | 0.27 | |
Exercised | (0.22) | (0.21) | |
Forfeited | 0.38 | 0.16 | |
Outstanding at June 30, 2017 | $ 0.21 | $ 0.25 | $ 0.22 |
Weighted Average Remaining Contractual Term (Years) | |||
Weighted Average Remaining Contractual Term (years), Outstanding | 5 years 2 months 23 days | 5 years 8 months 1 day | 5 years 10 months 2 days |
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value, Outstanding | $ 6,168,665 | $ 2,397,883 | $ 455,115 |
Stock-based compensation (Detai
Stock-based compensation (Details 2) - Non-Qualified Stock Options - June 30, 2017 | 12 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 134.81% |
Dividend yield | 0.00% |
Risk-free interest rate | 1.50% |
Expected life in years | 3 years 6 months |
Stock-based compensation (Det_2
Stock-based compensation (Details 3) - Non-Qualified Stock Options - June 30, 2018 | 12 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Expected life in years | 3 years 6 months |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 232.16% |
Risk-free interest rate | 2.37% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 233.60% |
Risk-free interest rate | 2.67% |
Stock-based compensation (Det_3
Stock-based compensation (Detail Textuals) | 12 Months Ended | ||||||
Jun. 30, 2018USD ($)unit$ / sharesshares | Jun. 30, 2017USD ($)Frozen_yogurt_robots$ / sharesshares | Apr. 30, 2016shares | Apr. 28, 2016shares | Jul. 13, 2015shares | Jan. 13, 2015shares | Aug. 14, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ | $ 1,636,491 | $ 401,878 | |||||
Warrants | shares | 1,520,000 | ||||||
Warrant outstanding | shares | 3,520,000 | 1,520,000 | |||||
Strike price | $ / shares | $ 0.50 | ||||||
Remaining options expected to vest | shares | 409,000 | ||||||
Number of options granted to employees and consultants | shares | 332,500 | 2,300,000 | |||||
Remaining stock-based compensation | $ | $ 341,000 | ||||||
Vesting period | 5 years | 24 months | |||||
$.30 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant outstanding | shares | 2,000,000 | ||||||
Exercise price | $ / shares | $ 0.30 | ||||||
$.50 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrant outstanding | shares | 1,520,000 | ||||||
Exercise price | $ / shares | $ 0.50 | ||||||
Non-Qualified Stock Options | January 20, 2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ | $ 279,000 | $ 116,000 | |||||
Stock-based compensation to be recognized | $ | $ 303,000 | ||||||
Remaining options expected to vest | shares | 4,400,000 | ||||||
Non-Qualified Stock Options | February 23, 2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ | $ 1,067,000 | ||||||
Stock-based compensation to be recognized | $ | $ 5,397,000 | ||||||
Remaining options expected to vest | shares | 7,550,000 | ||||||
Estimated fair value of the options | $ | $ 6,464,000 | ||||||
Chairman | Non-Qualified Stock Options | January 20, 2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of non qualified stock options | shares | 5,000,000 | ||||||
Percentage of non qualified stock options | 50.00% | ||||||
Number of frozen yogurt robots | Frozen_yogurt_robots | 400 | ||||||
Estimated fair value of the options | $ | $ 698,000 | ||||||
Cumulative revenue | $ | $ 15,000,000 | ||||||
CEO | Non-Qualified Stock Options | January 20, 2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of non qualified stock options | shares | 500,000 | ||||||
Percentage of non qualified stock options | 50.00% | ||||||
Number of frozen yogurt robots | Frozen_yogurt_robots | 800 | ||||||
Cumulative revenue | $ | $ 30,000,000 | ||||||
Employees | Non-Qualified Stock Options | February 23, 2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted to employees and consultants | shares | 1,175,000 | ||||||
Chairman, CEO and management employees | Non-Qualified Stock Options | February 23, 2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price | $ / shares | $ 0.87 | ||||||
Number of options granted to employees and consultants | shares | 6,375,000 | ||||||
Chairman, CEO and management employees | Non-Qualified Stock Options | February 23, 2018 | First 50% options vest | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Description of options vest | The options vest 50% upon 1,200 units installed or $45 million in cumulative revenue | ||||||
Percentage of options vest | 50.00% | ||||||
Number of units installed | unit | 1,200 | ||||||
Cumulative revenue | $ | $ 45,000,000 | ||||||
Chairman, CEO and management employees | Non-Qualified Stock Options | February 23, 2018 | Second 50% options vest | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Description of options vest | 50% upon 2,000 units installed or $75 million in cumulative revenue | ||||||
Percentage of options vest | 50.00% | ||||||
Number of units installed | unit | 2,000 | ||||||
Cumulative revenue | $ | $ 75,000,000 | ||||||
2013 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate number of shares | shares | 6,000,000 | 6,000,000 | 4,000,000 | 4,000,000 | 2,600,000 | ||
Stock-based compensation | $ | $ 1,636,000 | $ 402,000 |
Leases (Detail Textuals)
Leases (Detail Textuals) | 1 Months Ended | 12 Months Ended | |
Aug. 01, 2015USD ($)ft² | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | |
Leases [Abstract] | |||
Area of warehouse | ft² | 8,654 | ||
Term of operating lease | 84 months | ||
Operating expenses for facility leases | $ 15,995 | ||
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 | ||
Rent expense | $ 230,000 | $ 229,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Current tax provision (benefit): | ||
Federal | $ 0 | $ 0 |
State | 4,800 | 4,800 |
Current tax provision (benefit) total | 4,800 | 4,800 |
Deferred tax provision (benefit): | ||
Federal | 0 | 0 |
State | 0 | 0 |
Deferred tax provision (benefit) total | 0 | 0 |
Total provision (benefit) for income taxes | $ 4,800 | $ 4,800 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred Tax Assets, Net [Abstract] | ||
Net Operating Loss | $ 8,912,582 | $ 7,008,920 |
Accruals | 51,330 | 566,470 |
Compensation | 449,380 | 287,609 |
Inventory | 102,661 | 19,917 |
State Tax | 1,176 | 2,176 |
Bad Debt Reserve | 44,660 | 79,155 |
Revenue | 579,856 | 229,451 |
Contributions | 16,689 | 2,083 |
Other | 18,901 | |
Total gross deferred tax assets | 10,158,334 | 8,214,682 |
Valuation allowance | (10,225,893) | (8,258,448) |
Net deferred tax assets | (67,559) | (43,766) |
Total deferred tax liabilities | ||
Fixed Assets | 80,374 | 103,585 |
Debt Discount | (12,815) | (59,819) |
Total | $ 0 | $ 0 |
Income taxes (Details 2)
Income taxes (Details 2) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 34% | $ (6,866,090) | $ (3,830,044) |
Rate of expected tax | 34.00% | 34.00% |
State income tax, net of federal tax | $ (395,011) | $ (537,880) |
Rate of state income tax net of federal tax | 1.96% | 4.78% |
Permanent Items | $ 686,153 | $ 181,491 |
Rate of permanent items | (3.40%) | (1.61%) |
Results of Change in Federal Tax Rates | $ 4,731,271 | $ 0 |
Rates of federal tax | (23.43%) | 0.00% |
Change in valuation allowance | $ 1,967,446 | $ 4,097,830 |
Rate of valuation allowance | (9.74%) | (36.38%) |
Research Credits | $ 0 | $ 0 |
Rate of research credits | 0.00% | 0.00% |
Other / True-up | $ (118,969) | $ 93,403 |
Effective income tax rate reconciliation other adjustments | 0.59% | (0.83%) |
Total provision (benefit) for income taxes | $ 4,800 | $ 4,800 |
Rate of income taxes Provision (Benefit) | (0.02%) | (0.04%) |
Income taxes (Detail Textuals)
Income taxes (Detail Textuals) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 10,158,334 | $ 8,214,682 |
Federal statutory income tax rate | 34.00% | 34.00% |
Valuation allowance increased | $ 1,967,000 | $ 4,107,000 |
Federal net operating carryforwards | 33,841,000 | |
State net operating carryforwards | $ 24,719,000 | |
Corporate tax rate | 21.00% | |
Deferred tax balance | $ 4,800,000 |
Commitments and contingencies (
Commitments and contingencies (Detail Textuals) | Jun. 06, 2018Investor$ / sharesshares | May 19, 2018shares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017$ / shares |
Commitments And Contingencies [Line Items] | ||||
Unconditional Purchase Contracts | $ | $ 12,870,000 | |||
Common stock, value per share | $ / shares | $ 0.001 | $ 0.001 | ||
Vesting period | 5 years | 24 months | ||
Net of offering costs | $ | $ 16,400,000 | |||
Amount paid to franchise sales staff | $ | 332,000 | |||
Matching bonus paid to chairman | $ | 332,000 | |||
Franchisee Contract | ||||
Commitments And Contingencies [Line Items] | ||||
Term of contract | 18 months | |||
Total consideration | shares | 300,000 | |||
Number of common share issued | shares | 50,000 | |||
Vesting period | 3 months | |||
Other expense | $ | $ 131,000 | |||
Investor Agreement | Private Placement | ||||
Commitments And Contingencies [Line Items] | ||||
Number of investors | Investor | 2 | |||
Investor Agreement | Private Placement | June 6 through June 30, 2018 | ||||
Commitments And Contingencies [Line Items] | ||||
Number of common share issued | shares | 300,000 | 300,000 | ||
Common stock, value per share | $ / shares | $ 1 | |||
Investor Agreement | Private Placement | July 1 through September 30, 2018 | ||||
Commitments And Contingencies [Line Items] | ||||
Number of common share issued | shares | 1,000,000 | |||
Common stock, value per share | $ / shares | $ 1 | |||
Investor Agreement | Private Placement | October 1 through December 31, 2018 | ||||
Commitments And Contingencies [Line Items] | ||||
Number of common share issued | shares | 1,333,333 | |||
Common stock, value per share | $ / shares | $ 1.50 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Related Party Transaction [Line Items] | ||
Notes payable | $ 1,615,132 | $ 3,043,624 |
Less current maturities | (879,017) | (1,710,291) |
Notes payable, excluding current maturities | 736,115 | 1,333,333 |
Maturities of notes payable, are as follows: | ||
2,020 | 108,525 | |
Related Party | ||
Related Party Transaction [Line Items] | ||
Notes payable | 536,786 | 649,966 |
Less current maturities | (536,786) | (649,966) |
Notes payable, excluding current maturities | 0 | 0 |
Maturities of notes payable, are as follows: | ||
2,020 | 536,786 | 649,966 |
Related Party | Secured Promissory Notes | ||
Related Party Transaction [Line Items] | ||
Notes payable | 296,779 | 296,779 |
Related Party | Convertible Promissory Note | ||
Related Party Transaction [Line Items] | ||
Notes payable | $ 240,007 | $ 353,187 |
Related party transactions (D_2
Related party transactions (Detail Textuals) | 1 Months Ended | 12 Months Ended | |
Oct. 27, 2015USD ($)Micro_Market | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | |
Related Party Transaction [Line Items] | |||
Prepaid expenses and other current assets | $ 70,149 | $ 305,508 | |
Convertible Promissory Note | |||
Related Party Transaction [Line Items] | |||
Principle amount of debt | $ 250,000 | ||
Maturity period for notes payable | 18 months | ||
Number of micromarkets | Micro_Market | 50 | ||
Interest payment of secured notes | 25,000 | 6,000 | |
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 | 0 | 115,617 | |
Interest payment of secured notes | 0 | 34,383 | |
Nicholas Yates | |||
Related Party Transaction [Line Items] | |||
Prepaid expenses and other current assets | 21,000 | ||
Short-term advances to officer | |||
Related Party Transaction [Line Items] | |||
Prepaid expenses and other current assets | $ 28,000 | $ 14,000 | |
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 (D_3
Related party transactions (Detail Textuals 1) - USD ($) | Jan. 13, 2015 | Jul. 31, 2017 | Jan. 20, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of notes payable | $ 300,000 | ||||
Proceeds from issuance of common stock, net of issuance costs | $ 16,362,509 | 2,342,500 | |||
Matching bonus paid to chairman | 332,000 | ||||
Socially Responsible Brands, Inc | |||||
Related Party Transaction [Line Items] | |||||
Modified interest rate on notes payable | 20.00% | ||||
Maturity date of notes payable | Dec. 31, 2017 | ||||
Conversion price | $ 0.16 | ||||
Nicholas Yates | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares issued | 150,000 | ||||
Percentage of terms of agreement | 50.00% | ||||
Proceeds from issuance of common stock, net of issuance costs | $ 200,000 | ||||
Nicholas Yates | January 2015 Note | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of notes payable | $ 200,000 | 550,000 | |||
Modified interest rate on notes payable | 10.00% | ||||
Maturity date of notes payable | Dec. 31, 2016 | ||||
Outstanding amount of loan | 240,000 | 353,000 | |||
Loan portfolio expense | 0 | 194,000 | |||
Conversion price | $ 0.16 | ||||
Discount on the loan | 300,000 | ||||
Nine Dragons Investments | |||||
Related Party Transaction [Line Items] | |||||
Loan amount | $ 300,000 | ||||
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 | ||||
Angela Aucoin | |||||
Related Party Transaction [Line Items] | |||||
Amount paid to related party | $ 38,000 | $ 40,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues [Abstract] | ||
Total revenue | $ 890,594 | $ 4,278,388 |
Depreciation and Amortization | 437,150 | 243,416 |
Operating Loss | (19,011,131) | (10,482,370) |
Interest Expense | 300,258 | 558,145 |
Change in Estimated Fair Value of Derivative Liabilities | (220,003) | (223,980) |
Purchases of Property and Equipment | 91,252 | 561,973 |
Total Assets | 31,975,953 | 17,903,167 |
Frozen Yogurt Robots | ||
Revenues [Abstract] | ||
Total revenue | 137,029 | |
Vending Machines | ||
Revenues [Abstract] | ||
Total revenue | 178,111 | 3,346,776 |
Royalties | ||
Revenues [Abstract] | ||
Total revenue | 296,422 | 372,042 |
Franchises | ||
Revenues [Abstract] | ||
Total revenue | 29,225 | 307,159 |
Company-owned Machines | ||
Revenues [Abstract] | ||
Total revenue | 165,686 | 140,690 |
Agency Sales, net | ||
Revenues [Abstract] | ||
Total revenue | 59,659 | 88,826 |
Other | ||
Revenues [Abstract] | ||
Total revenue | 24,462 | 22,895 |
R&I | Franchises | ||
Revenues [Abstract] | ||
Total revenue | 14,000 | |
FHV | Vending Machines | ||
Revenues [Abstract] | ||
Total revenue | 178,000 | 3,347,000 |
FHV | Royalties | ||
Revenues [Abstract] | ||
Total revenue | 296,000 | 372,000 |
FHV | Franchises | ||
Revenues [Abstract] | ||
Total revenue | 15,000 | 307,000 |
Operating segments | ||
Revenues [Abstract] | ||
Total revenue | 890,594 | 4,278,388 |
Depreciation and Amortization | 507,266 | 243,416 |
Operating Loss | (19,011,131) | (10,482,370) |
Interest Expense | 300,258 | 558,145 |
Change in Estimated Fair Value of Derivative Liabilities | (220,003) | (223,980) |
Purchases of Property and Equipment | 91,252 | 561,973 |
Total Assets | 31,574,645 | 17,903,167 |
Operating segments | Royalties | ||
Revenues [Abstract] | ||
Total revenue | 296,422 | 307,159 |
Operating segments | R&I | ||
Revenues [Abstract] | ||
Total revenue | 175,241 | 22,895 |
Depreciation and Amortization | 400,527 | 200,141 |
Operating Loss | (17,483,787) | (8,452,474) |
Interest Expense | 145,572 | 57,099 |
Change in Estimated Fair Value of Derivative Liabilities | 0 | 0 |
Purchases of Property and Equipment | 24,111 | 436,973 |
Total Assets | 32,074,645 | 17,155,932 |
Operating segments | R&I | Frozen Yogurt Robots | ||
Revenues [Abstract] | ||
Total revenue | 137,029 | 0 |
Operating segments | R&I | Vending Machines | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | R&I | Royalties | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | R&I | Franchises | ||
Revenues [Abstract] | ||
Total revenue | 13,750 | 0 |
Operating segments | R&I | Company-owned Machines | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | R&I | Agency Sales, net | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | R&I | Other | ||
Revenues [Abstract] | ||
Total revenue | 24,462 | 22,895 |
Operating segments | FHV | ||
Revenues [Abstract] | ||
Total revenue | 549,667 | 4,114,803 |
Depreciation and Amortization | 81,739 | 28,150 |
Operating Loss | (1,519,564) | (2,030,302) |
Interest Expense | 154,686 | 501,046 |
Change in Estimated Fair Value of Derivative Liabilities | (220,003) | (223,980) |
Purchases of Property and Equipment | 37,141 | 0 |
Total Assets | 292,664 | 626,950 |
Operating segments | FHV | Frozen Yogurt Robots | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | FHV | Vending Machines | ||
Revenues [Abstract] | ||
Total revenue | 178,111 | 3,346,776 |
Operating segments | FHV | Franchises | ||
Revenues [Abstract] | ||
Total revenue | 15,475 | 307,159 |
Operating segments | FHV | Company-owned Machines | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | FHV | Agency Sales, net | ||
Revenues [Abstract] | ||
Total revenue | 59,659 | 88,826 |
Operating segments | FHV | Other | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | Others | ||
Revenues [Abstract] | ||
Total revenue | 165,686 | 140,690 |
Depreciation and Amortization | 25,000 | 15,125 |
Operating Loss | (7,780) | 406 |
Interest Expense | 0 | 0 |
Change in Estimated Fair Value of Derivative Liabilities | 0 | 0 |
Purchases of Property and Equipment | 30,000 | 125,000 |
Total Assets | 108,644 | 120,285 |
Operating segments | Others | Frozen Yogurt Robots | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | Others | Vending Machines | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | Others | Royalties | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | Others | Franchises | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | Others | Company-owned Machines | ||
Revenues [Abstract] | ||
Total revenue | 165,686 | 140,690 |
Operating segments | Others | Agency Sales, net | ||
Revenues [Abstract] | ||
Total revenue | 0 | 0 |
Operating segments | Others | Other | ||
Revenues [Abstract] | ||
Total revenue | $ 0 | $ 0 |
Subsequent events (Detail Textu
Subsequent events (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 01, 2018 | Oct. 09, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Subsequent Event [Line Items] | ||||
Common stock for aggregate proceeds | $ 16,362,509 | $ 2,342,500 | ||
Repayments for outstanding balance of convertible notes payable | $ 1,187,608 | $ 322,500 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of common share issued | 832,000 | |||
Common stock for aggregate proceeds | $ 1,248,000 | |||
Refund amount for agreement termination | $ 428,000 | |||
Subsequent Event | Convertible Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Repayments for outstanding balance of convertible notes payable | $ 240,000 | |||
Accrued interest | 14,000 | |||
Short-term Debt, Average Outstanding Amount | $ 254,000 |