Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Sep. 28, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NightFood Holdings, Inc. | |
Entity Central Index Key | 1,593,001 | |
Amendment Flag | false | |
Trading Symbol | NGTF | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-K | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,017 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 1,852,829 | |
Entity Common Stock, Shares Outstanding | 30,399,567 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash | $ 14,326 | $ 5,481 |
Accounts receivable (net of allowance of $0 and $22,681, respectively) | 382 | 1,358 |
Inventories | 95,865 | 121,706 |
Other current assets | 3,491 | 1,400 |
Total current assets | 114,064 | 129,945 |
Total assets | 114,064 | 129,945 |
Current liabilities: | ||
Accounts payable | 205,961 | 165,441 |
Accrued expense-related party | 180,000 | 108,000 |
Convertible notes payable-net of debt discounts and unamortized beneficial conversion feature | 151,020 | |
Fair value of derivative liabilities | 44,022 | |
Short-term borrowings | 3,096 | 4,290 |
Advance-related party | 1,000 | |
Advance from Shareholders | 995 | 23,000 |
Total current liabilities | 585,094 | 301,731 |
Long term borrowings | 2,222 | |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, ($0.001 par value, 100,000,000 shares authorized, and 29,724,432 issued and outstanding as of June 30, 2017 and 28,501,932 outstanding as of June 30, 2016, respectively) | 29,724 | 28,502 |
Additional paid in capital | 2,880,467 | 2,263,294 |
Accumulated deficit | (3,381,221) | (2,465,804) |
Total stockholders' deficit | (471,030) | (174,008) |
Total Liabilities and Stockholders' Deficit | $ 114,064 | $ 129,945 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 0 | $ 22,681 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,724,432 | 28,501,932 |
Common stock, shares outstanding | 29,724,432 | 28,501,932 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 21,644 | $ 24,918 |
Operating expenses | ||
Cost of product sold | 31,798 | 104,712 |
Advertising and promotional | 12,319 | 110,751 |
Selling, general and administrative | 239,856 | 73,545 |
Professional Fees | 449,485 | 454,240 |
Total operating expenses | 733,458 | 743,247 |
Loss from operations | (711,814) | (718,329) |
Other expenses | ||
Interest expense - bank debt | 714 | 1,267 |
Interest expense - shareholder | 5,501 | 7,000 |
Amortization expense | 153,366 | |
Change in fair value of derivative liability | 44,022 | |
Total other expenses | 203,603 | 8,267 |
Provision for income tax | ||
Net loss | $ (915,417) | $ (726,596) |
Basic and diluted net loss per common share | $ (0.03) | $ (0.03) |
Weighted average shares of capital outstanding - basic and diluted | 29,020,192 | 27,524,987 |
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, 2015 | $ (45,788) | $ 26,589 | $ 1,666,832 | $ (1,739,208) |
Beginning 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 | |||
Common stock issued for services | 186,800 | $ 1,098 | 185,703 | |
Common stock issued for services, shares | 1,097,500 | |||
Common stock issued as part of loan agreement | 5,000 | $ 25 | 4,975 | |
Common stock issued as part of loan agreement, shares | 25,000 | |||
Common Stock issued for cash | 10,000 | $ 100 | 9,900 | |
Common Stock issued for cash, shares | 100,000 | |||
Beneficial Conversion Feature for debt discount | 416,596 | 416,596 | ||
Net loss | (915,417) | (915,417) | ||
Ending balance at Jun. 30, 2017 | $ (471,030) | $ 29,724 | $ 2,880,467 | $ (3,381,221) |
Ending balance, shares at Jun. 30, 2017 | 29,724,432 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (915,417) | $ (726,596) |
Adjustments to reconcile net loss to net cash used in operations activities: | ||
Stock issued for services | 186,800 | 293,875 |
Amortization of debt discount and deferred financing fees | 153,366 | |
Change in derivative liability | 44,022 | |
Stock issued as part of loan agreement | 5,000 | 7,000 |
Increase in sales allowance | 9,758 | |
Change in operating assets and liabilities | ||
Accounts receivable | 977 | 23,411 |
Inventories | 25,841 | (74,770) |
Other current assets | (2,091) | 3,686 |
Accounts payable | 40,519 | 68,220 |
Accrued expenses | 72,000 | 72,000 |
Net cash used in operating activities | (388,984) | (323,415) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock | 10,001 | 297,500 |
Proceeds from the issuance of debt-net | 414,250 | |
Advance from shareholders | 21,984 | 19,000 |
Repayment to shareholders | (44,989) | |
Repayment of related party advance | (3,417) | (3,663) |
Net cash provided by financing activities | 397,829 | 312,837 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 8,845 | (10,578) |
Cash and cash equivalents, beginning of year | 5,481 | 16,059 |
Cash and cash equivalents, end of year | 14,326 | 5,481 |
Cash Paid For: | ||
Interest | 1,214 | 1,267 |
Income taxes | ||
Summary of Non-Cash Investing and Financing Information: | ||
Debt discount due to beneficial conversion feature | 430,000 | |
Value of embedded derivative liabilities | $ 101,511 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 2017 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of 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, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of ● 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 $12,319 and $110,751 for the years ended June 30, 2017 and 2016, 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, 2017 and 2016 the Company did not have any uninsured cash deposits. Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. 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 instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2017 | |
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, 2017 | |
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. With most of our retail and distribution partners, invoices will typically be due in 30 or 45 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. The Company has also provided certain sales allowances of $0 and $22,681 as of June 30, 2017 and June 30, 2016, respectively. |
Customer Concentrations
Customer Concentrations | 12 Months Ended |
Jun. 30, 2017 | |
Customer Concentrations [Abstract] | |
Customer Concentrations | 5. Customer Concentrations ● During the year ended June 30, 2017, one customer (KeHE Distributors) accounted for approximately 87% of revenues. |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Inventories | 6. Inventories ● Inventories consists of the following at June 30, 2017 2016 Finished Goods $ 87,676 $ 113,517 Packaging 8,189 8,189 TOTAL $ 95,865 $ 121,706 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, 2017 | |
Other Current Liabilities [Abstract] | |
Other Current Liabilities | 7. Other Current Liabilities ● Other current liabilities consist of the following at June 30, 2017 2016 Accrued consulting fees – related party $ 180,000 $ 108,000 TOTAL $ 180,000 $ 108,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2017 | |
Notes Payable/Short and Long Term Borrowings [Abstract] | |
Notes Payable | 8. Notes Payable ● Notes Payable consist of the following at June 30, 2017, On February 8, 2017 the Company issued $32,500 in convertible notes to an investor group. The notes have a maturity of six (6) months and interest rate of 8% per annum and are convertible at a price of 80% of the average closing bid prices on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. On March 16, 2017 the Company issued $75,000 in convertible notes to an investor group. The notes have a maturity of one (1) year and interest rate of 12% per annum and are convertible at a price of 50% of the average closing bid prices on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. On March 20, 2017 the Company issued $80,000 in convertible notes to an investor group. The notes have a maturity of nine (9) months and interest rate of 12% per annum and are convertible at a price of 60% of the average closing bid prices on the primary trading market on which the Company’s Common Stock is then listed for the twenty-five (25) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. On March 23, 2017 the Company issued $87,500 in convertible notes to an investor group. The notes have a maturity of six (6) months and interest rate of 8% per annum and are convertible at a price of 50% of the average closing bid prices on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. On May 10, 2017 the Company issued $80,000 in convertible notes to an investor group. The notes have a maturity of nine (9) months and interest rate of 12% per annum and are convertible at a price of 60% of the average closing bid prices on the primary trading market on which the Company’s Common Stock is then listed for the twenty-five (25) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. On May 16, 2017 the Company issued $75,000 in convertible notes to an investor group. The notes have a maturity of one (1) year and interest rate of 12% per annum and are convertible at a price of 50% of the average closing bid prices on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of June 30, 2017: Convertible notes payable issued $ 430,000 Unamortized Amortization of debt discount and beneficial conversion feature (278,980 ) Balance at June 30, 2017 $ 151,020 |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jun. 30, 2017 | |
Derivative Liability [Abstract] | |
Derivative Liability | 9. Derivative Liability Due to the variable conversion price associated with some of these convertible promissory notes disclosed in Note 8 above, the Company has determined that the conversion feature is considered a derivative liability for instruments which are convertible and have not yet been settled. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives on the date they are deemed to be derivative liabilities. During the year ended June 30, 2017, the Company recorded a loss in fair value of derivative $44,022. The Company will measure the fair value of each derivative instrument in future reporting periods and record a gain or loss based on the change in fair value. |
Short and Long Term Borrowings
Short and Long Term Borrowings | 12 Months Ended |
Jun. 30, 2017 | |
Notes Payable/Short and Long Term Borrowings [Abstract] | |
Short and long term borrowings | 10. 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 8.50% interest rate, which is based upon Wall Street Journal (“WSJ”) Prime 4.00 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period. June 30, 2017 June 30, 2016 Bank Loan $ 3,096 $ 6,513 Total borrowings 3,096 6,513 Less: current portion (3,096 ) (4,291 ) Long term debt $ - $ 2,222 Interest expense for the years ended June 30, 2017 and 2016, totaled $714 and $1,267, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jun. 30, 2017 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | 11. 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 29,724,432 and 28,501,932 shares of its $0.001 par value common stock issued and outstanding as of June 30, 2017 and 2016 respectively. ● During the year ended June 30, 2017: ● the Company sold 100,000 shares of common stock for cash proceeds of $10,000, ● and issued 1,097,500 shares of common stock for services with a fair value of $186,800. ● and issued 25,000 shares of common stock as part as a loan agreement valued at $5,000. Dividends ● The Company has never issued dividends. Warrants ● The Company entered into a revised Consulting Agreement with A.S. Austin Company with compensation consisting of warrants to purchase up to 300,000 shares of the Company common stock at a price of $.75 per share. The warrants expire on October 6, 2021 or five years from the date the contract was executed. Options ● The Company has never issued options. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions ● The Company received cash from Mr. Folkson, the Company’s Chief Executive Officer and related party, $0 and $1,000 in 2017 and 2016, respectively, to supplement the Company’s working capital. These short term advances have all been repaid. Additionally, five of the Company’s shareholders also loaned funds to the Company of $21,984 and repayments of $43,989 for those loans, and other preexisting loans, were completed during the twelve month period ended June 30, 2017. ● During the third quarter 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $72,000 and $72,000 is reflected in professional fees and presented in the accrued expenses – related party for 2017 and 2016 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, upon thirty (30) day notice by either party. |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax [Abstract] | |
Income Tax | 13. Income Tax A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: June 30, 2017 2016 Statutory U.S. federal rate (34.0 )% (34.0 )% Permanent differences 6.9 % 13.8 % Valuation allowance 27.1 % 20.2 % 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: 2017 2016 Deferred tax assets: Net operating loss carry-forwards $ 591,837 $ 344,107 Total deferred tax assets $ 591,837 $ 344,107 Valuation allowance (591,837 ) (344,107 ) Net deferred tax asset $ - $ - At June 30, 2017 the Company had estimated U.S. federal net operating losses of approximately $2,660,000 for income tax purposes which will expire between 2032 and 2037. 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, 2017 was an increase of $311,242. 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, 2017 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, 2017 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 14. Fair Value of Financial Instruments Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, 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: |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Jun. 30, 2017 | |
Net Loss Per Share of Common Stock [Abstract] | |
Net Loss per Share of Common Stock | 15. 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. 2017 2016 Numerator - basic and diluted loss per share net loss $ (915,417 ) $ (726,596 ) Net loss available to common stockholders $ (915,417 ) $ (726,596 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 29,020,192 27,524,987 Basic and diluted earnings per share $ (0.03 ) $ (0.03 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events ● On July 31, 2017, the Company entered into a convertible promissory note a security purchase agreement dated July 31, 2017 and funded on August 1, 2017, in the amount of $100,000. The lender was Labrys Fund, LP. As part of this transaction, the Company issued Labrys a block of 400,650 “Commitment Shares”. These shares, although issued to Labrys, are to be returned to the Company should the Company pay off the note prior to the 6 month maturity date. In September of 2017, to facilitate the issuance of additional operating capital, the Company and Labrys agreed that Labrys shall be entitled to keep 100,000 of the 400,650 Commitment Shares in the event of a timely retirement of the debt. ● On August 4, 2017, the Company entered into a consulting agreement with AJO Capital, Inc. to provide services relating to business development and general business consulting. As compensation for services, AJO will receive 500,000 shares of Company common stock. ● On August 10, 2017, the Company entered into a Forbearance Agreement with SkyBridge Ventures LLC, whereby the date of conversion eligibility for a $35,000 note held by SkyBridge was changed from August 8, 2017 to September 12, 2017. ● On August 10, 2017, the Company entered into a consulting agreement with a consultant to assess business continuity planning and business insurance needs. As compensation for services, the consultant will receive 10,000 shares of Company common stock ● On August 24, 2017, a shareholder loaned the company $10,000. As compensation for making this loan, the shareholder received 10,000 shares of Company common stock, and is entitled to $2,000 interest. This advance was secured by a promissory note from the company to the shareholder whereby the company has until February 24, 2018 to repay the principal and interest. ● On August 24, 2017, the Company sold 264,085 shares of common stock to Black Forest Capital, LLC, pursuant to the $5,000,000 Equity Purchase Agreement entered into during February of 2017. Gross proceeds from this sale totaled $30,000, equating to a share price of $.1136 per share. ● On September 8, 2017 the Company entered into a convertible promissory note a security purchase agreement dated September 5, 2017 and funded on September 12, 2017, in the amount of $75,000. The lender was JSJ Investments, Inc. ● On September 8, 2017, the Company entered into a convertible promissory note a security purchase agreement dated September 8, 2017 and funded on September 12, 2017, in the amount of $218,750. The lender was Eagle Equities, LLC. ● On September 12, 2017 the Company successfully retired a convertible promissory note dated March, 16, 2017 and held by EMA Financial, LLC, in the original principal amount of $75,000. ● On September 13, 2017, the Company filed a certificate of amendment to its certificate of incorporation which increased the number of shares of common that it is authorized to issue from 100,000,000 to 200,000,000. The amendment was previously approved by Company directors and the holders of a majority of the issued and outstanding shares. ● On September 17, 2017, the Company entered into an agreement with Dr. Michael Grandner whereby Grander has agreed to serve the Company in a scientific advisory role. Dr. Grander is the Director of the Sleep and Health Research Program at the University of Arizona. He is Certified in Behavioral Sleep Medicine by the American Board of Sleep Medicine, and is a consultant to Major League Baseball, the NCAA, the U.S. Olympic Team, FitBit, among other corporate clients. As compensation for his services, Dr. Grander received warrants to purchase up to 500,000 shares of Company common stock at $.15 per share. The warrants have a cashless provision. ● On September 26, 2017, noteholder Eagle Equities converted $7,500 of principal and $30 of interest of an outstanding note to stock. The conversion was at a price of $.075 per share. 100,400 shares were issued to the noteholder in this transaction. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2017 | |
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 | 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 | 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 $12,319 and $110,751 for the years ended June 30, 2017 and 2016, 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 | 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, 2017 and 2016 the Company did not have any uninsured cash deposits. |
Beneficial Conversion Feature | Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Debt Issue Costs | Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
Original Issue Discount | Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Valuation of Derivative Instruments | Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
Derivative Financial Instruments | Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. 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 instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Schedule of inventories | 2017 2016 Finished Goods $ 87,676 $ 113,517 Packaging 8,189 8,189 TOTAL $ 95,865 $ 121,706 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | 2017 2016 Accrued consulting fees – related party $ 180,000 $ 108,000 TOTAL $ 180,000 $ 108,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Notes Payable/Short and Long Term Borrowings [Abstract] | |
Summary of convertible notes payable | Convertible notes payable issued $ 430,000 Unamortized Amortization of debt discount and beneficial conversion feature (278,980 ) Balance at June 30, 2017 $ 151,020 |
Short and Long Term Borrowings
Short and Long Term Borrowings (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Notes Payable/Short and Long Term Borrowings [Abstract] | |
Schedule of long term debt | June 30, 2017 June 30, 2016 Bank Loan $ 3,096 $ 6,513 Total borrowings 3,096 6,513 Less: current portion (3,096 ) (4,291 ) Long term debt $ - $ 2,222 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax [Abstract] | |
Schedule of reconciliation of statutory income tax rates and effective tax rate | June 30, 2017 2016 Statutory U.S. federal rate (34.0 )% (34.0 )% Permanent differences 6.9 % 13.8 % Valuation allowance 27.1 % 20.2 % Provision for income tax expense(benefit) 0.0 % 0.0 % |
Schedule of deferred tax assets | 2017 2016 Deferred tax assets: Net operating loss carry-forwards $ 591,837 $ 344,107 Total deferred tax assets $ 591,837 $ 344,107 Valuation allowance (591,837 ) (344,107 ) Net deferred tax asset $ - $ - |
Net Loss Per Share of Common 29
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Net Loss Per Share of Common Stock [Abstract] | |
Schedule of earnings per share, basic and diluted | 2017 2016 Numerator - basic and diluted loss per share net loss $ (915,417 ) $ (726,596 ) Net loss available to common stockholders $ (915,417 ) $ (726,596 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 29,020,192 27,524,987 Basic and diluted earnings per share $ (0.03 ) $ (0.03 ) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Summary of Significant Accounting Policies (Textual ) | ||
Advertising costs | $ 12,319 | $ 110,751 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Accounts Receivable (Textual) | ||
Sales allowances | $ 0 | $ 22,681 |
Customer Concentrations (Detail
Customer Concentrations (Details) | 12 Months Ended |
Jun. 30, 2017 | |
Customer Concentrations (Textual) | |
Concentration risk percentage | 87.00% |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Inventories [Abstract] | ||
Finished Goods | $ 87,676 | $ 113,517 |
Packaging | 8,189 | 8,189 |
TOTAL | $ 95,865 | $ 121,706 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Other Current Liabilities [Abstract] | ||
Accrued consulting fees - related party | $ 180,000 | $ 108,000 |
TOTAL | $ 180,000 | $ 108,000 |
Notes Payable (Details)
Notes Payable (Details) | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Notes Payable/Short and Long Term Borrowings [Abstract] | |
Convertible notes payable issued | $ 430,000 |
Unamortized Amortization of debt discount and beneficial conversion feature | (278,980) |
Balance at June 30, 2017 | $ 151,020 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | |||||||
May 16, 2017 | Mar. 23, 2017 | Mar. 20, 2017 | Mar. 16, 2017 | Mar. 10, 2017 | Feb. 08, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Notes Payable (Textual) | ||||||||
Convertible notes payable | $ 75,000 | $ 87,500 | $ 80,000 | $ 75,000 | $ 80,000 | $ 32,500 | $ 151,020 | |
Note payable maturity term date | The notes have a maturity of one (1) year. | The notes have a maturity of six (6) months. | The notes have a maturity of nine (9) months. | The notes have a maturity of one (1) year. | The notes have a maturity of nine (9) months. | The notes have a maturity of six (6) months. | ||
Note payable interest | 12.00% | 8.00% | 12.00% | 12.00% | 12.00% | 8.00% | ||
Convertible price for interest payment percentage | 50.00% | 50.00% | 60.00% | 50.00% | 60.00% | 80.00% |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Derivative Liability (Textual) | ||
Loss in fair value of derivative | $ (44,022) |
Short and Long Term Borrowing38
Short and Long Term Borrowings (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Notes Payable/Short and Long Term Borrowings [Abstract] | ||
Bank Loan | $ 3,096 | $ 6,513 |
Total borrowings | 3,096 | 6,513 |
Less: current portion | (3,096) | (4,290) |
Long term debt | $ 2,222 |
Short and Long Term Borrowing39
Short and Long Term Borrowings (Details Textual) - USD ($) | Nov. 24, 2010 | Jun. 30, 2017 | Jun. 30, 2016 |
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 8.50% interest rate, which is based upon Wall Street Journal (''WSJ'') Prime 4.00 % Plus 4.75% and is adjusted quarterly. Monthly principal payments are required during this 84 month period. | ||
Interest rate of small business loan | 8.50% | ||
Interest expense | $ 714 | $ 1,267 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
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 | 29,724,432 | 28,501,932 |
Common stock, shares outstanding | 29,724,432 | 28,501,932 |
Voting rights, description | More than 50%. | |
Common stock issued for cash, shares | 100,000 | |
Common Stock issued for cash | $ 10,000 | |
Common stock issued for services | 186,800 | $ 293,875 |
Common stock issued for loan agreement | $ 5,000 | |
Common stock issued for loan agreement, shares | 25,000 | |
Common Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Common stock issued for services | $ 1,098 | $ 829 |
Common stock issued for services, shares | 1,097,500 | 829,344 |
Warrants [Member] | ||
Stockholders' Deficit (Textual) | ||
Warrants to purchase of shares | 300,000 | |
Common stock price per, shares | $ 0.75 | |
Warrants expiration date | Oct. 6, 2021 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015USD ($) | Jun. 30, 2017USD ($)Shareholders | Jun. 30, 2016USD ($) | |
Related Party Transactions (Textual) | |||
Repayment of related party | $ 3,417 | $ 3,663 | |
Professional Fees | 449,485 | 454,240 | |
Accrued expense-related party | $ 180,000 | 108,000 | |
Number of shareholders | Shareholders | 5 | ||
Consulting agreement, description | 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, upon thirty (30) day notice by either party. | ||
Mr. Folkson [Member] | |||
Related Party Transactions (Textual) | |||
Cash received from officer and shareholders | $ 0 | 1,000 | |
Consulting fee (per month) | $ 6,000 | ||
Accrued expense-related party | 72,000 | $ 72,000 | |
Shareholders [Member] | |||
Related Party Transactions (Textual) | |||
Cash received from officer and shareholders | 21,984 | ||
Repayment of related party | 43,989 | ||
Professional Fees | $ 72,000 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax [Abstract] | ||
Statutory U.S. federal rate | (34.00%) | (34.00%) |
Permanent differences | 6.90% | 13.80% |
Valuation allowance | 27.10% | 20.20% |
Provision for income tax expense(benefit) | 0.00% | 0.00% |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 591,837 | $ 344,107 |
Total deferred tax assets | 591,837 | 344,107 |
Valuation allowance | (591,837) | (344,107) |
Net deferred tax asset |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Income Tax (Textual) | |
U.S. federal net operating losses | $ 2,660,000 |
Operating loss carryforwards expiration period, description | Expire between 2032 and 2037. |
Net change in total valuation allowance | $ 311,242 |
Net operating loss carryforwards for US income taxes in future periods, description | Company experience a more than 50% change in its ownership over a 3 year period. |
Net Loss Per Share of Common 45
Net Loss Per Share of Common Stock (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Net Loss Per Share of Common Stock [Abstract] | ||
Numerator - basic and diluted loss per share net loss | $ (915,417) | $ (726,596) |
Net loss available to common stockholders | $ (915,417) | $ (726,596) |
Denominator - basic and diluted loss per share - weighted average common shares outstanding | 29,020,192 | 27,524,987 |
Basic and diluted earnings per share | $ (0.03) | $ (0.03) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 26, 2017 | Aug. 24, 2017 | Aug. 10, 2017 | Aug. 10, 2017 | Aug. 03, 2017 | Sep. 17, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 13, 2017 | Sep. 12, 2017 |
Subsequent Event (Textual) | |||||||||||
Amount of shareholder loan | $ 10,000 | $ 297,500 | |||||||||
Common stock, per share | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||
Proceeds from the sale of common stock | $ 10,001 | $ 297,500 | |||||||||
Common stock [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Amount of shareholder loan | $ 100 | $ 1,064 | |||||||||
Shares of shareholder loan | 100,000 | 1,064,000 | |||||||||
Common stock issued for services, shares | 1,097,500 | 829,344 | |||||||||
Subsequent Event [Member] | Dr. Michael Grandner [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Warrants issued to purchase shares of common stock | $ 500,000 | ||||||||||
Common stock, per share | $ 0.15 | ||||||||||
Subsequent Event [Member] | Common stock [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Amount of shareholder loan | $ 10,000 | ||||||||||
Shares of shareholder loan | 10,000 | ||||||||||
Amount of interest | $ 2,000 | ||||||||||
Increased number of authorized shares | 200,000,000 | ||||||||||
JSJ Investments, Inc [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Convertible promissory notes amount | $ 75,000 | ||||||||||
Eagle Equities LLC [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Conversion eligibility amount | $ 7,500 | ||||||||||
Convertible promissory notes amount | 218,750 | ||||||||||
Shares of shareholder loan | 100,400 | ||||||||||
Amount of interest | $ 30 | ||||||||||
Share price | $ 0.075 | ||||||||||
AJO Capital, Inc [Member] | Subsequent Event [Member] | Common stock [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Common stock issued for services, shares | 500,000 | ||||||||||
EMA Financial, LLC [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Original principal amount | $ 75,000 | ||||||||||
Forbearance Agreement [Member] | SkyBridge Ventures LLC [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Conversion eligibility amount | $ 35,000 | ||||||||||
Description of company date | SkyBridge was changed from August 8, 2017 to September 12, 2017. | ||||||||||
Securities Purchase Agreement [Member] | Labrys Fund, LP [Member] | Subsequent Event [Member] | Commitment Shares [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Description of shares transactions | The Company entered into a convertible promissory note a security purchase agreement dated July 31, 2017 and funded on August 1, 2017, in the amount of $100,000. The lender was Labrys Fund, LP. As part of this transaction, the Company issued Labrys a block of 400,650 "Commitment Shares". These shares, although issued to Labrys, are to be returned to the Company should the Company pay off the note prior to the 6 month maturity date. In September of 2017, to facilitate the issuance of additional operating capital, the Company and Labrys agreed that Labrys shall be entitled to keep 100,000 of the 400,650 Commitment Shares in the event of a timely retirement of the debt. | ||||||||||
Securities Purchase Agreement [Member] | Labrys Fund, LP [Member] | Subsequent Event [Member] | Returnable Shares [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Description of shares transactions | The Company entered into a convertible promissory note a security purchase agreement dated July 31, 2017 and funded on August 1, 2017, in the amount of $100,000. The lender was Labrys Fund, LP. As part of this transaction, the Company issued Labrys a block of 400,650 "Returnable Shares". These shares, although issued to Labrys, are to be returned to the Company should the Company pay off the note prior to the 6 month maturity date. | ||||||||||
Consulting Agreement [Member] | Subsequent Event [Member] | Common stock [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Common stock issued for services, shares | 10,000 | ||||||||||
Equity Purchase Agreement [Member] | Black Forest Capital, LLC [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event (Textual) | |||||||||||
Sale of stock, Shares | 264,085 | ||||||||||
Sale of Stock, Value | $ 5,000,000 | ||||||||||
Share price | $ 0.1136 | ||||||||||
Proceeds from the sale of common stock | $ 30,000 |