Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Sep. 28, 2016 | Dec. 31, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | NightFood Holdings, Inc. | ||
Entity Central Index Key | 1,593,001 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 23,400,867 | ||
Entity Common Stock, Shares Outstanding | 28,691,432 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Current assets : | ||
Cash | $ 5,481 | $ 16,059 |
Accounts receivable (net of allowance of $22,681 and $12,923, respectively) | 1,358 | 34,528 |
Inventories | 121,706 | 46,936 |
Other current assets | 1,400 | 5,086 |
Total current assets | 129,945 | 102,609 |
Total assets | 129,945 | 102,609 |
Current liabilities: | ||
Accounts payable | 165,441 | 97,221 |
Accrued expense-related party | 108,000 | 36,000 |
Short-term borrowings | 4,290 | 4,007 |
Advance- related party | 1,000 | 5,000 |
Advance from Shareholders | 23,000 | |
Total current liabilities | 301,731 | 142,228 |
Long term borrowings | 2,222 | 6,169 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, ($0.001 par value, 100,000,000 shares authorized, and 28,501,932 issued and outstanding as of June 30, 2016 and 26,588,588 outstanding as of June 30, 2015, respectively) | 28,502 | 26,589 |
Additional paid in capital | 2,263,294 | 1,666,832 |
Accumulated deficit | (2,465,804) | (1,739,208) |
Total stockholders' deficit | (174,008) | (45,788) |
Total Liabilities and Stockholders' Deficit | $ 129,945 | $ 102,609 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 22,681 | $ 12,923 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,501,932 | 26,588,588 |
Common stock, shares outstanding | 28,501,932 | 26,588,588 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 24,918 | $ 68,409 |
Operating expenses | ||
Cost of product sold | 104,712 | 75,835 |
Advertising and promotional | 110,751 | 86,200 |
Selling, general and administrative | 73,545 | 49,169 |
Professional Fees | 454,240 | 213,701 |
Total operating expenses | 743,247 | 424,905 |
Loss from operations | (718,329) | (356,496) |
Other expenses | ||
Interest expense - bank debt | 1,267 | 743 |
Interest expense - shareholder | 7,000 | |
Interest expense - related party | 9,894 | |
Net loss before income taxes | (726,596) | (367,134) |
Provision for income tax | ||
Net loss | $ (726,596) | $ (367,134) |
Basic and diluted net loss per common share | $ (0.03) | $ (0.01) |
Weighted average shares of capital outstanding - basic and diluted | 27,524,987 | 25,558,832 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Jun. 30, 2014 | $ (90,127) | $ 25,131 | $ 1,256,816 | $ (1,144,325) |
Beginning balance, shares at Jun. 30, 2014 | 25,130,560 | |||
Common stock issued for services | 65,490 | $ 262 | 65,228 | |
Common stock issued for services, shares | 261,960 | |||
Common stock issued for debt conversion | 181,483 | $ 538 | 180,945 | |
Common stock issued for debt conversion, shares | 538,068 | |||
Common Stock issued for cash | 164,500 | $ 658 | 163,842 | |
Common Stock issued for cash, shares | 658,000 | |||
Net loss | (367,134) | (367,134) | ||
Ending balance at Jun. 30, 2015 | (45,788) | $ 26,589 | 1,666,832 | (1,739,208) |
Ending balance, shares at Jun. 30, 2015 | 26,588,588 | |||
Common stock issued for services | 293,875 | $ 829 | 293,046 | |
Common stock issued for services, shares | 829,344 | |||
Common stock issued as part of loan agreement | 7,000 | $ 20 | 6,980 | |
Common stock issued as part of loan agreement, shares | 20,000 | |||
Common Stock issued for cash | 297,500 | $ 1,064 | 296,436 | |
Common Stock issued for cash, shares | 1,064,000 | |||
Net loss | (726,596) | (726,596) | ||
Ending balance at Jun. 30, 2016 | $ (174,008) | $ 28,502 | $ 2,263,294 | $ (2,465,804) |
Ending balance, shares at Jun. 30, 2016 | 28,501,932 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (726,596) | $ (367,134) |
Adjustments to reconcile net loss to net cash used in operations activities: | ||
Stock issued for services | 293,875 | 65,490 |
Stock issued as part of loan agreement | 7,000 | |
Increase in sales allowance | 9,758 | 12,923 |
(Increase) decrease in accounts receivable | 23,411 | (47,421) |
(Increase) decrease in inventory | (74,770) | 25,479 |
(Increase) decrease in other current assets | 3,686 | (3,586) |
Increase in accounts payable | 68,220 | 70,666 |
Increase (decrease) in accrued expenses | 72,000 | 45,894 |
Increase (decrease) in deferred revenue | (457) | |
Net cash used in operating activities | (323,415) | (198,146) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of stock | 297,500 | 164,500 |
Short-term borrowings (repayment)-related party | 19,000 | 5,000 |
Repayment of short-term debt | (3,663) | (4,323) |
Net cash provided by financing activities | 312,837 | 165,177 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (10,578) | (32,969) |
Cash and cash equivalents, beginning of year | 16,059 | 49,028 |
Cash and cash equivalents, end of year | 5,481 | 16,059 |
Cash Paid For: | ||
Interest | 1,267 | 743 |
Income taxes | ||
Conversion of Debt Principal | $ 134,517 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 2016 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business NightFood Holdings, Inc. (the “Company”) is a Nevada Corporation organized October 16, 2013 to acquire all of the issued and outstanding shares of NightFood, Inc., a New York Corporation from its sole shareholder, Sean Folkson. All of its operations are conducted by the subsidiary, NightFood, Inc. The Company’s business model is to manufacture and distribute snack products specifically formulated for nighttime snacking to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way. ● The Company’s fiscal year end is June 30. ● The Company currently maintains its corporate address in Tarrytown, New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies ● Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP). Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others. Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. The Company has no minimum purchase commitments with its vendors. Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company incurred advertising costs of $110,751 and $86,200 for the years ended June 30, 2016 and 2015, respectively. Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. ● Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, "Accounting for Income Taxes", which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized. ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. Revenue Recognition ● The Company generates its revenue from products sold from traditional retail outlets along with items distributed from the Company’s and other customer websites. ● All sources of revenue is recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured. ● The Company occasionally offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June 30, 2016 and 2015 the Company did not have any uninsured cash deposits. Impairment of Long-lived Assets ● The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. Recent Accounting Pronouncements ● All new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2016 | |
Going Concern [Abstract] | |
Going Concern | 3. Going Concern ● The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated. ● Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Jun. 30, 2016 | |
Accounts Receivable [Abstract] | |
Accounts receivable | 4. Accounts receivable The Company’s accounts receivable arise primarily from the sale of the Company’s snack products. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. |
Customer Concentrations
Customer Concentrations | 12 Months Ended |
Jun. 30, 2016 | |
Customer Concentrations [Abstract] | |
Customer Concentrations | 5. Customer Concentrations ● During the year ended June 30, 2016, no individual customer made up more than 15% of our revenues. |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2016 | |
Inventories [Abstract] | |
Inventories | 6. Inventories ● Inventories consists of the following at June 30, 2016 2015 Finished Goods $ 113,517 $ 35,273 Packaging 8,189 11,662 TOTAL $ 121,706 $ 46,936 Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions and the products relative shelf life. Write-downs and write-offs are charged to loss on inventory write down. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Jun. 30, 2016 | |
Other Current Liabilities [Abstract] | |
Other Current Liabilities | 7. Other Current Liabilities ● Other current liabilities consist of the following at June 30, 2016 2015 Accrued consulting fees – related party $ 108,000 $ 36,000 TOTAL $ 108,000 $ 36,000 |
Short and Long Term Borrowings
Short and Long Term Borrowings | 12 Months Ended |
Jun. 30, 2016 | |
Short and Long Term Borrowings [Abstract] | |
Short and long term Borrowings | 8. Short and long term borrowings On November 24, 2010, the Company entered into a Small Business Working Capital Loan with a well-established Bank. The loan is personally Guaranteed by the Company’s Chief Executive Officer, which is further Guaranteed for 90% by the United States Small Business Administration (SBA). The term of the loan is seven years until full amortization and currently carries an 8.25% interest rate, which is based upon Wall Street Journal (“WSJ”) Prime 3.75 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period. 2016 2015 Bank Loan $ 6,513 $ 10,176 Total borrowings 6,513 10,176 Less: current portion (4,291 ) (4,007 ) Long term debt $ 2,222 $ 6,169 Interest expense for the years ended June 30, 2016 and 2015, totaled $1,267 and $743, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jun. 30, 2016 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | 9. Stockholders’ Deficit ● On October 16, 2013, the NightFood, Inc. became a wholly-owned subsidiary of NightFood Holdings, Inc. Accordingly, the stockholders’ equity has been revised to reflect the share exchange on a retroactive basis. ● The Company is authorized to issue One Hundred Million (100,000,000) shares of $0.001 par value per share Common Stock. Holders of Common Stock are each entitled to cast one vote for each Share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders of a majority of the outstanding Common Stock can elect all directors. Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that dividends will be paid unless and until the Company is profitable. Holders of Common Stock do not have pre-emptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All of the outstanding Shares of Common Stock are fully paid and non-assessable and all of the Shares of Common Stock offered thereby will be, upon issuance, fully paid and non-assessable. Holders of Shares of Common Stock will have full rights to vote on all matters brought before shareholders for their approval, subject to preferential rights of holders of any series of Preferred Stock. Holders of the Common Stock will be entitled to receive dividends, if and as declared by the Board of Directors, out of funds legally available, and share pro-rata in any distributions to holders of Common Stock upon liquidation. The holders of Common Stock will have no conversion, pre-emptive or other subscription rights. Upon any liquidation, dissolution or winding-up of the Company, assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of the common stock. The holders of the common stock have no right to require the Company to redeem or purchase their shares. Holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. ● The Company has 28,501,932 and 26,588,588 shares of its $0.001 par value common stock issued and outstanding as of June 30, 2016 and 2015 respectively. ● During the year ended June 30, 2016: ● the Company sold 1,064,000 shares of common stock for cash proceeds of $297,500, ● and issued 829,344 shares of common stock for services with a fair value of $293,875. ● and issued 20,000 shares of common stock as part as a loan agreement valued at $7,000. Dividends ● The Company has never issued dividends. Warrants ● The Company has never issued any warrants. Options ● The Company has never issued options. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions ● The Company received cash from Mr. Folkson, the Company’s Chief Executive Officer and related party, $1,000 and $15,000 in 2016 and 2015, respectively, to supplement the Company’s working capital. These short term advances have all been repaid. The Company reimbursed Mr. Folkson $5,000 for advances made previously during 2016. The company owes Mr. Folkson another $1,458 for expenses incurred on behalf of the company through June 30, 2016. ● On May 27, 2015, Mr. Folkson converted the outstanding note payable of $134,517 into 538,068 shares of the Company’s $0.001 par value common stock. ● The amounts previously included in short term borrowings – related party of $0 and $0 in 2016 and 2015, respectively had represented a Note Payable which was to be repayable upon Mr. Folkson providing the borrower with written notice of demand, according to certain terms. However Mr. Folkson was not permitted to demand repayment of the Note until the Company was profitable, and in a positive cash flow position. At that time, Mr. Folkson would have been allowed to demand repayment. The Company had agreed to make payments equal to 10% of the monthly positive cash flow of the Company until balance would have been paid in full. Subsequently, on May 27, 2015, Mr. Folkson converted his note into shares of the Company’s stock. ● During the third quarter 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $72,000 and $36,000 is reflected in professional fees and presented in the accrued expenses – related party for 2016 and 2015 respectively. ● The consulting agreement for Mr. Folkson had a term of one year, and then converted into a month to month effective January 1, 2016. This agreement can be terminated after the initial term, with thirty (30) days notice by either party. ● Imputed interest expense accrued on the converted note payable to Mr. Folkson totaled $0 and $9,894 for the years ended June 30, 2016 and 2015, respectively. ● On February 10, 2016, shareholder Dror Tepper loaned the company $4,000. Mr. Tepper through his On April 8, 2016, Mr. Tepper loaned the company an additional $9,000, $4,000 of which was a cash loan made directly to the company, and $5,000 of which was paid directly to a vendor for services received. There was no compensation paid to Mr. Tepper for making these advances. These advances were secured by a promissory note from the company to Mr. Tepper, whereby the company has until November 4, 2016 to repay the $13,000. Should the company not be able to repay the note, Mr. Tepper is entitled to receive 150,000 shares of Company stock as repayment of the note. ● On March 4, 2016, shareholder Richard Faraci loaned the company $10,000. As compensation for making this loan, Mr. Faraci received 20,000 shares of Company common stock. This advance was secured by a promissory note from the company to Mr. Faraci, whereby the company has until September 1, 2016 to repay the $10,000. Should the company not be able to repay the note, Mr. Faraci is entitled to receive 100,000 shares of Company stock as repayment of the note. After the end of the fiscal year, this note was extended by both parties, see Note 14, Subsequenst Events. |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax [Abstract] | |
Income Tax | 11. Income Tax A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: June 30, 2016 2015 Statutory U.S. federal rate (34.0 )% (34.0 )% Permanent differences 13.8 % 6.1 % Valuation allowance 20.2 % 27.9 % Provision for income tax expense(benefit) 0.0 % 0.0 % The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: 2016 2015 Deferred tax assets: Net operating loss carry-forwards $ 346,487 $ 196,982 Non-cash compensation Total deferred tax assets $ 346,487 $ 346,487 Valuation allowance (346,487 ) (346,487 ) Net deferred tax asset $ - $ - At June 30, 2016 the Company had estimated U.S. federal net operating losses of approximately $1,012,000 for income tax purposes which will expire between 2031 and 2036. For financial reporting purposes, the entire amount of the net deferred tax assets has been offset by a valuation allowance due to uncertainty regarding the realization of the assets. The net change in the total valuation allowance for the year ended June 30, 2016 was an increase of $149,505. The Company follows FASC 740-10-25 P which requires a company to evaluate whether a tax position taken by the company will “more likely than not” be sustained upon examination by the appropriate tax authority. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company may not be able to utilize the net operating loss carryforwards for its US income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3 year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carryforwards. As of June 30, 2016 the Company had not performed an analysis to determine if the Company was subject to the provisions of Section 382. The Company is subject to U.S. federal income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective taxing jurisdictions. The Company's accounting policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 12. Fair Value of Financial Instruments Cash and Equivalents, Receivables, Other Current Assets, Accounts Payable, Accrued and Other Current Liabilities The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 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 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below: Fiscal 2016 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 6,513 $ - $ - $ 6,513 Total $ 6,513 $ - $ - $ 6,513 Fiscal 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 10,176 $ - $ - $ 10,176 Total $ 10,176 $ - $ - $ 10,176 |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Jun. 30, 2016 | |
Net Loss Per Share of Common Stock [Abstract] | |
Net Loss per Share of Common Stock | 13. Net Loss per Share of Common Stock ● The Company has adopted FASB Topic 260, "Earnings per Share," which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Basic net loss per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. However, shares associated with convertible debt, stock options and stock warrants are not included because the inclusion would be anti-dilutive (i.e. reduce the net loss per common share). There were no anti-dilutive instruments. 2016 2015 Numerator - basic and diluted loss per share net loss $ (726,596 ) $ (367,134 ) - - Net loss available to common stockholders $ (726,596 ) $ (367,134 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 27,524,987 25,558,832 Basic and diluted earnings per share $ (0.03 ) $ (0.01 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events ● The Company and investor Richard Faraci mutually agreed to extend the length of an outstanding promissory note relating to a loan made by Faraci to the Company. In exchange for agreeing to extend the repayment period an additional 180 days, Faraci was granted an additional 25,000 shares. The Company was not in a position to repay the note, and Faraci was entitled to receive 100,000 shares in lieu of the repayment of the $10,000 principal, but the Company felt it preferable to extend. ● As part of a consulting agreement entered into by the Company with A.S. Austin Company, Inc., which commenced in June of 2016, the Company entered into a Warrant Agreement with the Consultant in July of 2017, whereby consultant receives warrants to purchase 75,000 shares of common stock of the Company at $.75 per share |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others. |
Cash and Cash Equivalents | ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. |
Fair Value of Financial Instruments | ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. |
Inventories | Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. The Company has no minimum purchase commitments with its vendors. |
Advertising Costs | Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company incurred advertising costs of $110,751 and $86,200 for the years ended June 30, 2016 and 2015, respectively. |
Income Taxes | Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. ● Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, "Accounting for Income Taxes", which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized. ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. |
Revenue Recognition | ● The Company generates its revenue from products sold from traditional retail outlets along with items distributed from the Company’s and other customer websites. ● All sources of revenue is recorded pursuant to FASB Topic 605 Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonably assured. ● The Company occasionally offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. |
Concentration of Credit Risk | Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June 30, 2016 and 2015 the Company did not have any uninsured cash deposits. |
Impairment of Long-lived Assets | ● The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. |
Recent Accounting Pronouncements | ● All new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Inventories [Abstract] | |
Schedule of inventory | 2016 2015 Finished Goods $ 113,517 $ 35,273 Packaging 8,189 11,662 TOTAL $ 121,706 $ 46,936 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | 2016 2015 Accrued consulting fees – related party $ 108,000 $ 36,000 TOTAL $ 108,000 $ 36,000 |
Short and long term borrowings
Short and long term borrowings (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Short and Long Term Borrowings [Abstract] | |
Schedule of long term debt | 2016 2015 Bank Loan $ 6,513 $ 10,176 Total borrowings 6,513 10,176 Less: current portion (4,291 ) (4,007 ) Long term debt $ 2,222 $ 6,169 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax [Abstract] | |
Schedule of reconciliation of statutory income tax rates and effective tax rate | June 30, 2016 2015 Statutory U.S. federal rate (34.0 )% (34.0 )% Permanent differences 13.8 % 6.1 % Valuation allowance 20.2 % 27.9 % Provision for income tax expense(benefit) 0.0 % 0.0 % |
Schedule of deferred tax assets | 2016 2015 Deferred tax assets: Net operating loss carry-forwards $ 346,487 $ 196,982 Non-cash compensation Total deferred tax assets $ 346,487 $ 346,487 Valuation allowance (346,487 ) (346,487 ) Net deferred tax asset $ - $ - |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of fair value hierarchy under of assets and liabilities | Fiscal 2016 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 6,513 $ - $ - $ 6,513 Total $ 6,513 $ - $ - $ 6,513 Fiscal 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Short and long-term debt $ 10,176 $ - $ - $ 10,176 Total $ 10,176 $ - $ - $ 10,176 |
Net Loss Per Share of Common 27
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Net Loss Per Share of Common Stock [Abstract] | |
Schedule of earnings per share, basic and diluted | 2016 2015 Numerator - basic and diluted loss per share net loss $ (726,596 ) $ (367,134 ) - - Net loss available to common stockholders $ (726,596 ) $ (367,134 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 27,524,987 25,558,832 Basic and diluted earnings per share $ (0.03 ) $ (0.01 ) |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Summary of Significant Accounting Policies (Textual ) | ||
Advertising costs | $ 110,751 | $ 86,200 |
Customer Concentrations (Detail
Customer Concentrations (Details) | 12 Months Ended |
Jun. 30, 2016 | |
Customer Concentrations (Textual) | |
Concentration risk percentage | 15.00% |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Inventories [Abstract] | ||
Finished Goods | $ 113,517 | $ 35,273 |
Packaging | 8,189 | 11,662 |
TOTAL | $ 121,706 | $ 46,936 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Other Current Liabilities [Abstract] | ||
Accrued consulting fees - related party | $ 108,000 | $ 36,000 |
TOTAL | $ 108,000 | $ 36,000 |
Short and Long Term Borrowing32
Short and Long Term Borrowings (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Short and Long Term Borrowings [Abstract] | ||
Bank Loan | $ 6,513 | $ 10,176 |
Total borrowings | 6,513 | 10,176 |
Less: current portion | (4,290) | (4,007) |
Long term debt | $ 2,222 | $ 6,169 |
Short and Long Term Borrowing33
Short and Long Term Borrowings (Details Textual) - USD ($) | Nov. 24, 2010 | Jun. 30, 2016 | Jun. 30, 2015 |
Short and Long Term Borrowings (Textual) | |||
Small business loan working capital guaranteed percent | 90.00% | ||
Term of small business loan | 7 years | ||
Term of small business loan, description | The term of the loan is seven years until full amortization and currently carries an 8.25% interest rate, which is based upon Wall Street Journal ("WSJ") Prime 3.75 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period. | ||
Interest rate of small business loan | 8.25% | ||
Interest expense | $ 1,267 | $ 743 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Stockholders' Deficit (Textual) | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 28,501,932 | 26,588,588 |
Common stock, shares outstanding | 28,501,932 | 26,588,588 |
Voting rights, description | More than 50 | |
Common stock issued for cash, shares | 1,064,000 | |
Common Stock issued for cash | $ 297,500 | |
Common stock issued for services | 293,875 | $ 65,490 |
Common stock issued for loan agreement | $ 7,000 | |
Common stock issued for loan agreement, shares | 20,000 | |
Common Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Common stock issued for services | $ 829 | $ 262 |
Common stock issued for services, shares | 829,344 | 261,960 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 08, 2016 | Mar. 04, 2016 | May 27, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Feb. 10, 2016 |
Related Party Transactions (Textual) | |||||||
Advance repaid | $ 1,000 | $ 5,000 | |||||
Accrued expense-related party | $ 108,000 | $ 36,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Professional fees related party | $ 454,240 | $ 213,701 | |||||
Related party payment, description | The Company had agreed to make payments equal to 10% of the monthly positive cash flow of the Company until balance would have been paid in full. Subsequently, on May 27, 2015, Mr. Folkson converted his note into shares of the Company's stock. | ||||||
Interest expense, related party | 9,894 | ||||||
Shareholder loaned | 4,290 | 4,007 | |||||
Repayment of short-term debt | 3,663 | 4,323 | |||||
Dror Tepper [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Shareholder loaned | $ 4,000 | ||||||
Additional loaned amount | $ 9,000 | ||||||
Cash loan, Amount | 4,000 | ||||||
Payments for services received | $ 5,000 | 13,000 | |||||
Richard Faraci [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Shareholder loaned | $ 10,000 | ||||||
Repayment of short-term debt | $ 10,000 | ||||||
Issuance of common stock | 20,000 | 100,000 | |||||
Mr. Folkson [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Proceeds from collection of amount from related parties | $ 1,000 | 15,000 | |||||
Advance repaid | 5,000 | ||||||
Accrued expense-related party | 1,458 | ||||||
Outstanding note payable | $ 134,517 | ||||||
Common stock, par value | $ 0.001 | ||||||
Conversion the outstanding amount into shares | 538,068 | ||||||
Short term borrowings-related party | 0 | 0 | |||||
Consulting fee (per month) | $ 6,000 | ||||||
Professional fees related party | $ 72,000 | $ 36,000 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax [Abstract] | ||
Statutory U.S. federal rate | (34.00%) | (34.00%) |
Permanent differences | 13.80% | 6.10% |
Valuation allowance | 20.20% | 27.90% |
Provision for income tax expense(benefit) | 0.00% | 0.00% |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 346,487 | $ 196,982 |
Non-cash compensation | ||
Total deferred tax assets | 346,487 | 346,487 |
Valuation allowance | (346,487) | (346,487) |
Net deferred tax asset |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Income Tax (Textual) | |
U.S. federal net operating losses | $ 1,012,000 |
Operating loss carryforwards expiration period | Expire between 2031 and 2036. |
Net change in total valuation allowance | $ 149,505 |
Net operating loss carryforwards for US income taxes in future periods | Company experience a more than 50% change in its ownership over a 3 year period. |
Fair Value of Financial Instr39
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | 6,513 | 10,176 |
Total | 6,513 | 10,176 |
Level 1 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | 6,513 | 10,176 |
Total | 6,513 | 10,176 |
Level 2 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | ||
Total | ||
Level 3 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Short and long-term debt | ||
Total |
Net Loss Per Share of Common 40
Net Loss Per Share of Common Stock (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net Loss Per Share of Common Stock [Abstract] | ||
Numerator - basic and diluted loss per share net loss | $ (726,596) | $ (367,134) |
Net loss available to common stockholders | $ (726,596) | $ (367,134) |
Denominator - basic and diluted loss per share - weighted average common shares outstanding | 27,524,987 | 25,558,832 |
Basic and diluted earnings per share | $ (0.03) | $ (0.01) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Subsequent Event (Textual) | |||
Additional shares granted | $ 25,000 | ||
Repayment of principal | $ 3,663 | $ 4,323 | |
Common stock, per share | $ 0.001 | $ 0.001 | |
Richard Faraci [Member] | |||
Subsequent Event (Textual) | |||
Repayment of principal | $ 10,000 | ||
Shares receive in lieu of repayment | 100,000 | ||
Subsequent Event [Member] | |||
Subsequent Event (Textual) | |||
Warrants issued to purchase shares of common stock | $ 75,000 | ||
Common stock, per share | $ 0.75 |