Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Feb. 15, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NightFood Holdings, Inc. | |
Entity Central Index Key | 1,593,001 | |
Trading Symbol | NGTF | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,244,520 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Current assets : | ||
Cash | $ 12,322 | $ 14,326 |
Accounts receivable (net of allowance of $0 and $0, respectively) | 321 | 382 |
Inventory | 10,115 | 95,865 |
Other current assets | 74,968 | 3,491 |
Total current assets | 97,726 | 114,064 |
Total assets | 97,726 | 114,064 |
Current liabilities: | ||
Accounts payable | 229,897 | 205,961 |
Accrued expense-related party | 192,000 | 180,000 |
Convertible notes payable - net of discount | 418,992 | 151,020 |
Fair value of derivative liabilities | 1,016,453 | 44,022 |
Short-term borrowings | 2,000 | 3,096 |
Advance from shareholders | 11,795 | 995 |
Total current liabilities | 1,871,137 | 585,094 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, ($0.001 par value, 200,000,000 shares authorized, and 35,368,758 issued and outstanding as of December 31, 2017 and 29,724,432 outstanding as of June 30, 2017, respectively) | 35,369 | 29,724 |
Additional paid in capital | 3,790,954 | 2,880,467 |
Accumulated deficit | (5,599,734) | (3,381,221) |
Total stockholders' deficit | (1,773,411) | (471,030) |
Total Liabilities and Stockholders' Deficit | $ 97,726 | $ 114,064 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 0 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 35,368,758 | 29,724,432 |
Common stock, shares outstanding | 35,368,758 | 29,724,432 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 72,284 | $ 8,043 | $ 108,726 | $ 10,507 |
Operating expenses | ||||
Cost of product sold | 59,403 | 3,145 | 85,429 | 15,246 |
Advertising and promotional | 60,548 | 438 | 102,372 | 1,058 |
Selling, general and administrative | 172,644 | 5,755 | 315,984 | 18,031 |
Professional Fees | 215,542 | 83,040 | 472,782 | 129,372 |
Total operating expenses | 508,137 | 92,378 | 976,567 | 163,707 |
Loss from operations | (435,853) | (84,335) | (867,841) | (153,200) |
Interest expense - bank debt | 37 | 338 | ||
Interest expense - shareholder | 1,257 | 3,988 | 5,000 | |
Change in derivative liability | 147,546 | 250,465 | ||
Interest expense - other | 190,936 | 444,441 | ||
Other expense | 463,146 | 651,778 | ||
Total interest expense | 802,885 | 37 | 1,350,672 | 5,338 |
Provision for income tax | ||||
Net loss | $ (1,238,738) | $ (84,372) | $ (2,218,513) | $ (158,538) |
Basic and diluted net loss per common share | $ (0.04) | $ 0 | $ (0.07) | $ (0.01) |
Weighted average shares of capital outstanding - basic and diluted | 33,172,996 | 28,585,220 | 31,846,459 | 28,552,706 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,218,513) | $ (158,538) |
Adjustments to reconcile net loss to net cash used in operations activities: | ||
Stock issued for services | 260,156 | 51,500 |
Stock issued for conversion of debt | 117,000 | |
Stock issued as part of loan agreement | 3,988 | 5,000 |
Amortization of debt discount and deferred financing fees | 679,714 | |
Change in derivative liability | 250,465 | |
Change decrease in accounts receivable | 61 | (9,677) |
Change in inventory | 85,750 | 11,611 |
Change in other current assets | (71,475) | 1,400 |
Change in accounts payable | 23,937 | 33,071 |
Change in accrued expenses | 12,000 | 36,000 |
Net cash used in operating activities | (856,917) | (29,633) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of stock | 36,117 | 10,000 |
Proceeds from the issuance of debt-net | 884,093 | |
Advance from shareholders | 10,800 | 21,984 |
Advance from related party | 28 | |
Repayment of short-term debt | (1,096) | (1,464) |
Repayment of related party advance | (1,000) | |
Repayment of convertible debt | (75,000) | |
Net cash provided by financing activities | 854,914 | 29,548 |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,004) | (86) |
Cash and cash equivalents, beginning of period | 14,326 | 5,481 |
Cash and cash equivalents, end of period | 12,322 | 5,396 |
Cash Paid For: | ||
Interest | 30 | 301 |
Income taxes | ||
Summary of Non-Cash Investing and Financing Information: | ||
Debt discount due to beneficial conversion feature | 871,755 | |
Value of embedded derivative liabilities | $ 101,511 |
Description of Business
Description of Business | 6 Months Ended |
Dec. 31, 2017 | |
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 | 6 Months Ended |
Dec. 31, 2017 | |
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). Interim Financial Statements These unaudited condensed consolidated financial statements as of and for the six (6) months ended December 31, 2017 and 2016, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2017 and 2016, respectively, which are included in the Company’s June 30, 2017 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on October 3, 2017. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the six (6) months ended December 31, 2017 are not necessarily indicative of results for the entire year ending June 30, 2018. For comparability purposes, certain figures for the prior periods have been reclassified where appropriate to conform to the financial statement presentation used in current reporting period. These reclassifications had no effect on reported net loss. 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, valuing convertible notes for BCF and derivative liability, 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. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company incurred advertising costs of $102,372 and $1,058 for the six months ended December 31, 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 by selling its nighttime snack products wholesale and direct to consumer. ● 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 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 December 31, 2017 and June 30, 2017, 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. Customer Concentration ● During the six months ended December 31, 2017, the Company did not have any one customer account for more than 10% of the revenue volume. During the three months ended December 31, 2016, two customers, accounted for approximately 90% of revenues. Receivables Concentration ● As of December 31, 2017, the Company had accounts receivable totaling $321, with one customer. That entire balance remains outstanding as of the time of this filing. Income Per Share ● Net income per share data for both the six-month periods ending December 31, 2017 and 2016 are based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. As of December 31, 2017, there are no outstanding common stock equivalents. 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 ● In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation. This standard provides guidance related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material effect on its consolidated financial statements. In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. The Company is assessing the impact of this new standard on its financial statements and has not yet selected a transition method. |
Going Concern
Going Concern | 6 Months Ended |
Dec. 31, 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 | 6 Months Ended |
Dec. 31, 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 not provided any sales allowances for December 31, 2017 and June 30, 2017, respectively. |
Inventories
Inventories | 6 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Inventories | 5. Inventories ● Inventory consists of the following at December 31, 2017 and June 30 2017, December 31, June 30, Finished Goods $ 10,115 $ 87,676 Packaging - 8,189 TOTAL $ 10,115 $ 95,865 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 Assets
Other Current Assets | 6 Months Ended |
Dec. 31, 2017 | |
Other Current Assets [Abstract] | |
Other current assets | 6. Other current assets ● Other current assets consist of the following at December 31, 2017 and June 30 2017, December 31, June 30, Vendor deposits - Bars 52,416 - Vendor deposits - Packaging 18,402 - Vendor deposits - Other 4,150 3,491 TOTAL $ 74,968 $ 3,491 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities [Abstract] | |
Other Current Liabilities | 7. Other Current Liabilities ● Other current liabilities consist of the following at December 31, 2017 and June 30 2017, December 31, June 30, Accrued consulting fees – related party $ 192,000 $ 180,000 TOTAL 192,000 180,000 |
Notes Payable
Notes Payable | 6 Months Ended |
Dec. 31, 2017 | |
Notes Payable\Short and Long Term Borrowings [Abstract] | |
Notes Payable | 8. Notes Payable ● Notes Payable consist of the following at December 31, 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $6,751. As previously disclosed, this note was assigned to a third party that is not affiliate with Black Forest during fiscal year 2017. At such time, the maturity date of the note was extended to June 30, 2018. 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. In addition, the note became convertible at a price of 50% of the lowest trading price of the Company’s Common Stock during the twenty (20) trading days immediately prior to conversion. During the quarter there were several conversions of this note into common stock ranging between $0.03 to $0.04 per share leaving a balance as of December 31, 2017 of $10,500. 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. On September 12, 2017 the Company successfully retired this convertible promissory note dated March, 16, 2017, in the original principal amount of $75,000. 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 of the two lowest trade 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. During the first quarter of Fiscal Year 2018, this note was sold to another party who increased the value by $4,576 and extended the maturity to December 20, 2017. In addition, the discount was adjusted to 50% of the lowest trading price of the stock during the previous 20 trading days. During the quarter there were several conversions of this note into common stock ranging between $0.03 to $0.06 per share leaving a balance as of December 31, 2017 of $2,076. 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 lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $37,058. During the first quarter of Fiscal Year 2018 this note was sold to another party who increased the value by $7,500 and extended the maturity to June 30, 2018. The Company also determined there was an additional beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price at the time of conversion of the sale of $95,000. The added BCF was included in additional paid in capital. 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 of the two lowest trade 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $48,123. During the second quarter of Fiscal Year 2018 this note was sold to another party who increased the value by $4,602.74 and extended the maturity to November 6, 2018. The conversion rate was reduced to 50%, look-back date changed from twenty-five days to Twenty and the interest rate was reduced to 8%. In addition the Company paid approximately $42,000 as consideration for this transfer. 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $45,560. During the second quarter of Fiscal Year 2018 this note was sold to another party who increased the value by $4,216.44 and extended the maturity to November 6th, 2018. The conversion rate was reduced to 50%, look-back date changed from twenty-five days to Twenty and the interest rate was reduced to 8%. In addition the Company paid approximately $40,000 as consideration for this transfer. On July 31, 2017, the Company entered into a convertible promissory note and 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. The notes have an interest rate of 12% per annum and are convertible at a price of 50% of the lowest trading price 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 Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price at the time of conversion of $100,000. The BCF was included in additional paid in capital. On September 5, 2017 the Company entered into a convertible promissory note and 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. The notes have a maturity of June 5, 2018 and interest rate of 12% per annum and are convertible at a price of 55% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $42,857. On September 8, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated September 8, 2017 and funded on September 12, 2017, in the amount of $222,750. The lender was Eagle Equities, LLC. The notes have a maturity of September 8, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $153,179. On September 21, 2017, the Company entered into a convertible promissory note and a security purchase agreement in the amount of $66,500. The lender was Labrys Fund, LP. The notes have a maturity date of March 21, 2018 and an interest rate of 12% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $29,392. On October 18, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated October 18, 2017, in the amount of $52,500. The lender was Eagle Equities, LLC. The notes have a maturity of October 18, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $41,856. On November 3, 2017, the Company entered into a three-month consulting agreement with Regal Consulting for corporate communications services valued at $20,000 monthly. Regal will be compensated $10,000 in cash monthly for services provided. In addition, the Company has issued Regal a six month note for $30,000, which the Company may prepay at any time. Should the note not be repaid after 180 days, Regal shall have the option to convert the debt to equity at a discount to the then market price. The convertible promissory note a security purchase agreement in the amount of $30,000. The notes have a maturity date of May 3, 2018 and an interest rate of 10% per annum and are convertible at a price of 65% of the lowest trading price on the primary trading market on which the Company’s Common Stock is then listed for the ten (10) trading days immediately prior to conversion or $0.11 whichever is lower. 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $20,333. On November 6th, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $48,647. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $41,317. On November 6th, 2017, the Company entered into a convertible promissory note and a security purchase agreement dated November 6, 2017, in the amount of $45,551. The lender was Eagle Equities, LLC. The notes have a maturity of November 6, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $38,687. On November 7, 2017 the Company entered into a convertible promissory note and a security purchase agreement (SPA) dated November 7, 2017. The SPA was for a total of $315,000, consisting of four tranches of funding, each equal to $78,750. The parties closed on the first tranche. There can be no assurance that the Company will receive any further tranches. On November 7, 2017, the Company entered into a convertible promissory note a security purchase agreement dated November 7, 2017, in the amount of $78,750. The lender was Adar Bay, LLC. The notes have a maturity of November 7, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $65,548. On November 15, 2017 the Company entered into a convertible promissory note and a security purchase agreement (SPA) dated November 15, 2017. The SPA was for a total of $150,000, consisting of two tranches of funding, each equal to $75,000. The parties closed on the first tranche. There can be no assurance that the Company will receive any further tranches. On November 15, 2017, the Company entered into a convertible promissory note a security purchase agreement dated November 15, 2017, in the amount of $75,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 15, 2018 and interest rate of 8% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $67,284. On December 6, 2017, the Company entered into a convertible promissory note and a security purchase agreement in the amount of $56,000. The lender was Labrys Fund, LP. The notes have a maturity date of June 6, 2018 and an interest rate of 12% per annum and are convertible at a price of 50% of the lowest trading price 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. The Company also determined there was a beneficial conversion feature ( BCF ) as a result of the intrinsic value between the effective exercise price and the market price. The BCF is included in additional paid in capital. As of December 31, 2017, the BCF was $48,308. Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of December 31, 2017: Convertible notes payable issued as of June 30, 2017 $ 430,000 Convertible notes payable issued as of December 31, 2017 $ 884,093 Unamortized amortization of debt and beneficial conversion feature (703,101 ) Notes paid (75,000 ) Notes converted into shares of common stock (117,000 ) Balance at December 31, 2017 $ 418,992 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Dec. 31, 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. During the six month period ended December 31, 2017, the Company recorded a loss in fair value of derivative $1,016,453. 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 | 6 Months Ended |
Dec. 31, 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 carried an 8.25% interest rate, through the Third Quarter of our 2017 fiscal year. Monthly principal payments are required during this 84 month period. December 31, June 30, Bank loan $ 2,000 $ 3,096 Total borrowings 2,000 3,096 Less: current portion (2,000 ) (3,096 ) Long term debt $ - $ - Interest expense for the three months ended December 31, 2017 and 2016, totaled $0 and $338, respectively. |
Capital Stock Activity
Capital Stock Activity | 6 Months Ended |
Dec. 31, 2017 | |
Capital Stock Activity [Abstract] | |
Capital Stock Activity | 11. Capital Stock Activity ● The Company has 35,368,758 and 29,724,432 shares of its $0.001 par value common stock issued and outstanding as of December 31, 2017 and June 30, 2017 respectively. ● During the six months ended December 31, 2017 the Company issued 1,801,150 shares of common stock for services valued at $260,156, issued 264,085 shares of common stock for cash proceeds of $30,000, issued 3,527,543 shares in regards to debt being converted into stock valued at $117,000 and issued 51,548 shares of common stock valued at $3,988 as part of a loan agreement and payment of interest as part of the debt conversion. |
Advances by Affiliates
Advances by Affiliates | 6 Months Ended |
Dec. 31, 2017 | |
Advances by Affiliates [Abstract] | |
Advances by Affiliates | 12. Advances by Affiliates ● 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. ● During the third quarter of Fiscal Year 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $6,000 is reflected in professional fees for the three month period ended December 31, 2017 and reflected in the accrued expenses – related party with a balance of $192,000 and $180,000 at December 31, 2017 and June 30, 2017, respectively. On December 8, 2017, Mr. Folkson acquired Warrants to acquire up to 80,000 additional shares of NGTF stock at a strike price of $.20, and with a term of three (3) years from the date of this agreement. Mr. Folkson acquired these Warrants at a cost of $.15 per warrant, which will result in a reduction in the accrued consulting fees due him by $12,000. In addition, during the quarter ended December 31, 2017, Folkson had been paid $12,000 against his total accrued balance to date. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events ● On January 31, the Registrant received proceeds of $200,000 in conjunction with a promissory note from, and a Securities Purchase Agreement with, Eagle Equities entered into on September 8, 2017. The note has a maturity date of September 8, 2018, a face value of $210,000 and carries an 8% interest rate. Should the Note not be paid in full prior to maturity, any remaining balance would be convertible into the Registrant’s common stock at a discount to market. The foregoing is only a summary of the terms of the note which is included as an exhibit to this report. The proceeds will be used to fund production of NightFood inventory, development of the Half-Baked line of snacks, and ongoing NGTF operating expenses. ● On January, 19, 2018, the Registrant donated product valued at approximately $24,000, to Rock and Wrap It Up!, a non-profit organization formed in 1990, dedicated to addressing the issues of hunger and poverty in America. The donated product was distributed to over one dozen local shelters and community centers to help them feed the hungry. The Registrant has committed to making further donations to this charitable organization which will allow them to facilitate monthly “NightFood Nights” as part of their providing regular meals to homeless persons. Management believes that the goodwill generated by donations such as this one of short-dated inventory to Rock and Wrap It Up! will prove beneficial to our business and our shareholders. ● On January 25, 2018, the Company successfully filed its application with the United States Patent and Trademark Office for the U.S. Trademark “Half-Baked” for the line of snacks currently under development by NGTF subsidiary, MJ Munchies, Inc. ● On January 30, 2018, the Company entered into a product development agreement with Abunda Foods, whereby Abunda will drive the development of new Half-Baked snack products intended to be marketed online and in dispensaries throughout the country. Abunda is controlled by NGTF shareholder Peter Leighton. Abunda, and Leighton, have a long history of success in consumer snack product development, having successfully done product development work for clients such as Tiger’s Milk, Cascadian Farm, and National Beverage Corp. ● On February 3, 2018, the Registrant entered into a six month Consulting Agreement with Regal Consulting for corporate communications services. The Registrant had entered a three month agreement with Regal on November 3, 2017 for similar services, and has chosen to extend the engagement with Regal to continue to raise investor awareness for NGTF. Compensation to Regal includes $10,000 per month in cash, and a $200,000 six-month convertible promissory note. ● On February 2, 2018, the Company entered into an agreement for services with internet marketing expert Gregory Getner and The Getner Group, LLC. The agreement called for compensation over the first three months of $22,400 in cash, and 40,000 shares of common stock. Getner can earn additional equity bonuses over the remainder of the twelve month agreement by reaching certain sales metrics on the NightFood.com website. ● On January 10, 2018, the Registrant entered into “Lock Up” Agreements with its two largest shareholders. Sean Folkson, owner of 16,433,568 shares, and Peter Leighton, owner of 4,000,000 shares, have both agreed to not transfer, sell, or otherwise dispose of any shares of their NGTF stock during the next twelve months. As part of this agreement, Leighton received warrants to acquire 100,000 shares of NGTF common stock at an exercise price of $.30 per share. Folkson received warrants to acquire 400,000 shares of NGTF common stock at an exercise price of $.30 per share. All warrants carry a similar twelve month term and a cashless provision, and will expire if not exercised within the twelve month term. ● On February 1, 2018, the Company made a payment of $12,000 to fully retire a $10,000 promissory note held by shareholder Richard Faraci since August of 2017. ● On February 14, 2018, the Registrant formally terminated an Agreement dated November 26, 2016 by and among the Registrant, Hook Group, LLC (“Hook”) and Suffield Foods. LLC (“Suffield”). The Agreement was previously filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed December 6, 2016. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements as of and for the six (6) months ended December 31, 2017 and 2016, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2017 and 2016, respectively, which are included in the Company’s June 30, 2017 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on October 3, 2017. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the six (6) months ended December 31, 2017 are not necessarily indicative of results for the entire year ending June 30, 2018. For comparability purposes, certain figures for the prior periods have been reclassified where appropriate to conform to the financial statement presentation used in current reporting period. These reclassifications had no effect on reported net loss. |
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, valuing convertible notes for BCF and derivative liability, 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. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company incurred advertising costs of $102,372 and $1,058 for the six months ended December 31, 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 by selling its nighttime snack products wholesale and direct to consumer. ● 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 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 December 31, 2017 and June 30, 2017, 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. |
Customer Concentration | Customer Concentration ● During the six months ended December 31, 2017, the Company did not have any one customer account for more than 10% of the revenue volume. During the three months ended December 31, 2016, two customers, accounted for approximately 90% of revenues. |
Receivables Concentration | Receivables Concentration ● As of December 31, 2017, the Company had accounts receivable totaling $321, with one customer. That entire balance remains outstanding as of the time of this filing. |
Income Per Share | Income Per Share ● Net income per share data for both the six-month periods ending December 31, 2017 and 2016 are based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. As of December 31, 2017, there are no outstanding common stock equivalents. |
Impairment of Long-lived Assets | 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 | Recent Accounting Pronouncements ● In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation. This standard provides guidance related to the scope of stock option modification accounting, to reduce diversity in practice and reduce cost and complexity regarding existing guidance. This update is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material effect on its consolidated financial statements. In August 2016, the FASB issued “ASU” 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. This standard clarifies how specific cash receipts and cash payments are classified and presented in the statement of cash flows. This update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers (Topic 606). The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB delayed the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In addition, in March and April 2016, the FASB issued new guidance intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. Both amendments permit the use of either a retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early application permitted. The Company is assessing the impact of this new standard on its financial statements and has not yet selected a transition method. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Schedule of inventory | December 31, June 30, Finished Goods $ 10,115 $ 87,676 Packaging - 8,189 TOTAL $ 10,115 $ 95,865 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | December 31, June 30, Vendor deposits - Bars 52,416 - Vendor deposits - Packaging 18,402 - Vendor deposits - Other 4,150 3,491 TOTAL $ 74,968 $ 3,491 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities [Abstract] | |
Schedule of other current liabilities | December 31, June 30, Accrued consulting fees – related party $ 192,000 $ 180,000 TOTAL 192,000 180,000 |
Notes Payable (Table)
Notes Payable (Table) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Payable\Short and Long Term Borrowings [Abstract] | |
Summary of convertible notes payable | Convertible notes payable issued as of June 30, 2017 $ 430,000 Convertible notes payable issued as of December 31, 2017 $ 884,093 Unamortized amortization of debt and beneficial conversion feature (703,101 ) Notes paid (75,000 ) Notes converted into shares of common stock (117,000 ) Balance at December 31, 2017 $ 418,992 |
Short and long term borrowings
Short and long term borrowings (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Payable\Short and Long Term Borrowings [Abstract] | |
Schedule of long term debt | December 31, June 30, Bank loan $ 2,000 $ 3,096 Total borrowings 2,000 3,096 Less: current portion (2,000 ) (3,096 ) Long term debt $ - $ - |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2017USD ($)Customer | Dec. 31, 2016USD ($)Customer | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($) | |
Summary of Significant Accounting Policies (Textual ) | |||||
Advertising costs | $ 60,548 | $ 438 | $ 102,372 | $ 1,058 | |
Accounts receivable | $ 321 | $ 321 | $ 382 | ||
Customer [Member] | |||||
Summary of Significant Accounting Policies (Textual ) | |||||
Number of customer | Customer | 1 | 2 | |||
Concentration risk percentage | 10.00% | 90.00% |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Inventories [Abstract] | ||
Finished Goods | $ 10,115 | $ 87,676 |
Packaging | 8,189 | |
TOTAL | $ 10,115 | $ 95,865 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Other Current Assets [Abstract] | ||
Vendor deposits - Bars | $ 52,416 | |
Vendor deposits - Packaging | 18,402 | |
Vendor deposits - Other | 4,150 | 3,491 |
TOTAL | $ 74,968 | $ 3,491 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Other Current Liabilities [Abstract] | ||
Accrued consulting fees - related party | $ 192,000 | $ 180,000 |
TOTAL | $ 192,000 | $ 180,000 |
Notes Payable (Details)
Notes Payable (Details) | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Notes Payable\Short and Long Term Borrowings [Abstract] | |
Convertible notes payable issued as of June 30, 2017 | $ 430,000 |
Convertible notes payable issued as of December 31, 2017 | 884,093 |
Unamortized amortization of debt and beneficial conversion feature | (703,101) |
Notes paid | (75,000) |
Notes converted into shares of common stock | (117,000) |
Balance at December 31, 2017 | $ 418,992 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) | Dec. 06, 2017USD ($)TradingDays | Nov. 15, 2017USD ($)TradingDays | Nov. 07, 2017USD ($)TradingDays | Nov. 06, 2017USD ($)TradingDays | Nov. 03, 2017USD ($)TradingDays$ / shares | Sep. 08, 2017USD ($)TradingDays | Sep. 05, 2017USD ($)TradingDays | Aug. 10, 2017USD ($)TradingDays | May 16, 2017USD ($)TradingDays | May 10, 2017USD ($)TradingDays | Oct. 18, 2017USD ($)TradingDays | Sep. 21, 2017USD ($)TradingDays | Jul. 31, 2017USD ($)TradingDays | Mar. 23, 2017USD ($)TradingDays | Mar. 20, 2017USD ($)TradingDays | Mar. 16, 2017USD ($)TradingDays | Feb. 08, 2017USD ($)TradingDays | Jan. 31, 2017 | Dec. 31, 2017USD ($)TradingDays$ / sharesshares | Sep. 12, 2017USD ($) | Jun. 30, 2017USD ($) |
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 75,000 | $ 80,000 | $ 100,000 | $ 87,500 | $ 80,000 | $ 75,000 | $ 32,500 | $ 508,439 | |||||||||||||
Notes payable maturity date term | The notes have a maturity of one (1) year. | The notes have a maturity of nine (9) months. | Prior to the 6 month maturity date. | 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 six (6) months. | ||||||||||||||
Notes payable interest rate | 12.00% | 12.00% | 12.00% | 8.00% | 12.00% | 12.00% | 8.00% | ||||||||||||||
Convertible price for interest payment percentage | 50.00% | 60.00% | 50.00% | 50.00% | 60.00% | 50.00% | 80.00% | ||||||||||||||
Beneficial conversion feature | $ 100,000 | ||||||||||||||||||||
Conversion eligibility amount | $ 117,000 | ||||||||||||||||||||
Convertible promissory notes amount | $ 75,000 | ||||||||||||||||||||
Shares issued to noteholder | shares | 264,085 | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | 25 | 20 | 20 | 25 | 20 | 20 | ||||||||||||||
Additional paid in capital | $ 3,790,954 | $ 2,880,467 | |||||||||||||||||||
Securities purchase agreement | $ 150,000 | $ 315,000 | |||||||||||||||||||
December 31, 2017 [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Beneficial conversion feature | $ 48,308 | 67,284 | 65,548 | $ 20,333 | $ 153,179 | $ 42,857 | $ 45,560 | $ 48,123 | $ 41,856 | $ 29,392 | $ 37,058 | $ 6,751 | |||||||||
Two Tranches [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Securities purchase agreement | 75,000 | ||||||||||||||||||||
Four Tranches [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Securities purchase agreement | 78,750 | ||||||||||||||||||||
Forbearance Agreement [Member] | SkyBridge Ventures LLC [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Conversion of common stock | $ 10,500 | ||||||||||||||||||||
Maturity date | Jun. 30, 2018 | ||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | ||||||||||||||||||||
Conversion eligibility amount | $ 35,000 | ||||||||||||||||||||
Description of conversion periods | SkyBridge was changed from August 8, 2017 to September 12, 2017. | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | ||||||||||||||||||||
Forbearance Agreement [Member] | SkyBridge Ventures LLC [Member] | Maximum [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Conversion share price | $ / shares | $ 0.04 | ||||||||||||||||||||
Forbearance Agreement [Member] | SkyBridge Ventures LLC [Member] | Minimum [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Conversion share price | $ / shares | $ 0.03 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 30,000 | ||||||||||||||||||||
Notes payable maturity date term | The notes have a maturity date of May 3, 2018. | ||||||||||||||||||||
Notes payable interest rate | 10.00% | ||||||||||||||||||||
Convertible price for interest payment percentage | 65.00% | ||||||||||||||||||||
Conversion share price | $ / shares | $ 0.11 | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 10 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 75,000 | $ 48,647 | $ 222,750 | $ 52,500 | |||||||||||||||||
Notes payable maturity date term | The notes have a maturity of November 15, 2018. | The notes have a maturity of November 6, 2018. | The notes have a maturity of September 8, 2018. | The notes have a maturity of October 18, 2018. | |||||||||||||||||
Maturity date | Sep. 8, 2018 | ||||||||||||||||||||
Notes payable interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||
Convertible price for interest payment percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | 20 | 20 | 20 | |||||||||||||||||
Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | December 31, 2017 [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Beneficial conversion feature | $ 41,317 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Eagle Equities LLC One [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 45,551 | ||||||||||||||||||||
Notes payable maturity date term | The notes have a maturity of November 6, 2018. | ||||||||||||||||||||
Notes payable interest rate | 8.00% | ||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Eagle Equities LLC One [Member] | December 31, 2017 [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Beneficial conversion feature | $ 38,687 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Labrys Fund, LP [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 56,000 | $ 66,500 | |||||||||||||||||||
Notes payable maturity date term | The notes have a maturity date of June 6, 2018. | The notes have a maturity date of March 21, 2018. | |||||||||||||||||||
Notes payable interest rate | 12.00% | 12.00% | |||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | 50.00% | |||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 25 | 20 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Labrys Fund, LP [Member] | Commitment Shares [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Description of shares transactions | The Company entered into a convertible promissory note and 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] | JSJ Investments, Inc. [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 75,000 | ||||||||||||||||||||
Notes payable maturity date term | The notes have a maturity of June 5, 2018. | ||||||||||||||||||||
Notes payable interest rate | 12.00% | ||||||||||||||||||||
Convertible price for interest payment percentage | 55.00% | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Adar Bay LLC [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 78,750 | ||||||||||||||||||||
Notes payable maturity date term | The notes have a maturity of November 7, 2018. | ||||||||||||||||||||
Notes payable interest rate | 8.00% | ||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | ||||||||||||||||||||
Consulting Agreement One [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Consulting for corporate communications services | $ 20,000 | ||||||||||||||||||||
Consulting for corporate communications services compensated | 10,000 | ||||||||||||||||||||
Additional corporate communications services issued | $ 30,000 | ||||||||||||||||||||
BCF [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 7,500 | ||||||||||||||||||||
Notes payable maturity date term | Extended the maturity to June 30, 2018. | ||||||||||||||||||||
Beneficial conversion feature | $ 95,000 | ||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Conversion of common stock | 2,076 | ||||||||||||||||||||
Convertible notes payable | $ 4,576 | ||||||||||||||||||||
Notes payable maturity date term | Extended the maturity to December 20, 2017. | ||||||||||||||||||||
Convertible price for interest payment percentage | 50.00% | ||||||||||||||||||||
Trading days immediately prior to conversion | TradingDays | 20 | ||||||||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Conversion share price | $ / shares | $ 0.06 | ||||||||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Conversion share price | $ / shares | $ 0.03 | ||||||||||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 4,602.74 | ||||||||||||||||||||
Notes payable maturity date term | Extended the maturity to November 6, 2018. | ||||||||||||||||||||
Debt conversion rate, description | The conversion rate was reduced to 50%, look-back date changed from twenty-five days to Twenty and the interest rate was reduced to 8%. | ||||||||||||||||||||
Additional paid in capital | $ 42,000 | ||||||||||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||||||||||
Notes Payable (Textual) | |||||||||||||||||||||
Convertible notes payable | $ 4,216.44 | ||||||||||||||||||||
Notes payable maturity date term | Extended the maturity to November 6th, 2018. | ||||||||||||||||||||
Debt conversion rate, description | The conversion rate was reduced to 50%, look-back date changed from twenty-five days to Twenty and the interest rate was reduced to 8%. | ||||||||||||||||||||
Additional paid in capital | $ 40,000 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Jun. 30, 2017 | |
Derivative Liability (Textual) | ||
Loss in fair value of derivative | $ 1,016,453 | $ 44,022 |
Short and Long Term Borrowing32
Short and Long Term Borrowings (Details) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Notes Payable\Short and Long Term Borrowings [Abstract] | ||
Bank Loan | $ 2,000 | $ 3,096 |
Total borrowings | 2,000 | 3,096 |
Less: current portion | (2,000) | (3,096) |
Long term debt |
Short and Long Term Borrowing33
Short and Long Term Borrowings (Details Textual) - USD ($) | Nov. 24, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 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 carried an 8.25% interest rate, through the Third Quarter of our 2017 fiscal year. Monthly principal payments are required during this 84 month period. | ||||
Interest rate of small business loan | 8.25% | ||||
Interest expense | $ 37 | $ 338 |
Capital Stock Activity (Details
Capital Stock Activity (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2017 | |
Capital Stock Activity (Textual) | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 35,368,758 | 29,724,432 |
Common stock, shares outstanding | 35,368,758 | 29,724,432 |
Common stock issued for services, shares | 1,801,150 | |
Common stock issued for services | $ 260,156 | |
Shares of common stock issued | 264,085 | |
Shares of common stock for cash proceeds | $ 30,000 | |
Common stock issued for loan agreement, shares | 51,548 | |
Common stock issued for loan agreement | $ 3,988 | |
Debt being converted into stock, shares issued | 3,527,543 | |
Debt being converted into stock, value | $ 117,000 |
Advances by Affiliates (Details
Advances by Affiliates (Details) - USD ($) | Dec. 08, 2017 | Aug. 24, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Jun. 30, 2017 |
Advances by Affiliates (Textual) | |||||
Amount of shareholder loan | $ 30,000 | ||||
Shares of shareholder loan | 264,085 | ||||
Accrued expense-related party | $ 192,000 | $ 192,000 | $ 180,000 | ||
Mr. Folkson [Member] | |||||
Advances by Affiliates (Textual) | |||||
Consulting fee (per month) | $ 12,000 | 6,000 | |||
Professional fees | $ 6,000 | $ 6,000 | |||
Accrued expense-related party | $ 12,000 | ||||
Acquisition of additional shares of NGTF stock | 80,000 | ||||
Warrant per share | $ 0.15 | ||||
Warrant term | 3 years | ||||
Strike price | $ 0.20 | ||||
Common Stock [Member] | |||||
Advances by Affiliates (Textual) | |||||
Amount of shareholder loan | $ 10,000 | ||||
Shares of shareholder loan | 10,000 | ||||
Amount of interest | $ 2,000 | ||||
Debt instrument, payment description | 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. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 03, 2018 | Feb. 02, 2018 | Jan. 10, 2018 | Jan. 19, 2018 | Jan. 31, 2017 | Dec. 31, 2017 | Feb. 01, 2018 |
Subsequent Events (Textual) | |||||||
Debt instrument, face value | $ 884,093 | ||||||
Shares owner | 51,548 | ||||||
Securities Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||
Subsequent Events (Textual) | |||||||
Proceeds from promissory note | $ 200,000 | ||||||
Maturity date | Sep. 8, 2018 | ||||||
Debt instrument, face value | $ 210,000 | ||||||
Debt instrument, interest rate | 8.00% | ||||||
Subsequent Events [Member] | |||||||
Subsequent Events (Textual) | |||||||
Donation product valued | $ 24,000 | ||||||
Payment of promissory note | $ 12,000 | ||||||
Subsequent Events [Member] | Sean Folkson [Member] | |||||||
Subsequent Events (Textual) | |||||||
Shares owner | 16,433,568 | ||||||
Subsequent Events [Member] | Sean Folkson [Member] | Warrants [Member] | |||||||
Subsequent Events (Textual) | |||||||
Acquire shares of NGTF common stock | $ 400,000 | ||||||
Exercise price | $ 0.30 | ||||||
Subsequent Events [Member] | Peter Leighton [Member] | |||||||
Subsequent Events (Textual) | |||||||
Shares owner | 4,000,000 | ||||||
Subsequent Events [Member] | Peter Leighton [Member] | Warrants [Member] | |||||||
Subsequent Events (Textual) | |||||||
Acquire shares of NGTF common stock | $ 100,000 | ||||||
Exercise price | $ 0.30 | ||||||
Subsequent Events [Member] | Richard Faraci [Member] | |||||||
Subsequent Events (Textual) | |||||||
Payment of promissory note | $ 10,000 | ||||||
Subsequent Events [Member] | Consulting Agreement [Member] | |||||||
Subsequent Events (Textual) | |||||||
Subsequent events, description | The Registrant entered into a six month Consulting Agreement with Regal Consulting for corporate communications services. The Registrant had entered a three month agreement with Regal on November 3, 2017 for similar services, and has chosen to extend the engagement with Regal to continue to raise investor awareness for NGTF. Compensation to Regal includes $10,000 per month in cash, and a $200,000 six-month convertible promissory note. | ||||||
Subsequent Events [Member] | Internet marketing expert Gregory Getner and The Getner Group, LLC [Member] | |||||||
Subsequent Events (Textual) | |||||||
Subsequent events, description | The Company entered into an agreement for services with internet marketing expert Gregory Getner and The Getner Group, LLC. The agreement called for compensation over the first three months of $22,400 in cash, and 40,000 shares of common stock. Getner can earn additional equity bonuses over the remainder of the twelve month agreement by reaching certain sales metrics on the NightFood.com website. |