Legacy Ventures International (LGYV) 10-Q 20 May 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2016	May. 20, 2016
Document and Entity Information:
Entity Registrant Name	LEGACY VENTURES INTERNATIONAL INC.
Entity Central Index Key	1,616,788
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		29,527,000

Condensed Consolidated Interim

Condensed Consolidated Interim Balance Sheets - USD ($)	Mar. 31, 2016	Jun. 30, 2015
CURRENT ASSETS
Cash	$ 16,327	$ 3,380
Accounts and other receivables, no allowance [Note 6]	307,059
Inventories	46,892
Harmonized sales tax recoverable	16,935
Prepaid expenses [Note 9]	237,273	$ 1,343
Total current assets	624,486	$ 4,723
Goodwill [Note 5]	309,000
Intangible assets [Note 5]	422,100
TOTAL ASSETS	1,355,586	$ 4,723
CURRENT LIABILITIES
Accounts payableand other payables [Note 6]	248,479
Accrued expenses	16,291	$ 11,850
Due to related parties [Note 10]	41,487
Due to stockholders [Note 4]	9,429	$ 32,661
Note payable [Note 7]	53,363
TOTAL LIABILITIES	$ 369,049	$ 44,511
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no share issued and outstanding as at March 31, 2016 and June 30, 2015, respectively [Note 9]
Common stock, $0.0001 par value, 100,000,000 shares authorized, 29,527,000 and 51,800,0000 common shares issued and outstanding as at March 31, 2016 and June 30, 2015, respectively [Note 9]	$ 2,953	$ 5,180
Additional paid-in-capital	3,766,480	62,903
Accumulated other comprehensive gain (loss)	21,128	(98)
Accumulated deficit	(2,804,024)	(107,773)
Total stockholders' equity	986,537	(39,788)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,355,586	$ 4,723

Condensed Consolidated Interim3

Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2016	Jun. 30, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	29,527,000	51,800,000
Common stock, shares outstanding	29,527,000	51,800,000

Condensed Consolidated Interim4

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
REVENUE	$ 79,074		$ 116,492
COST OF SALES	31,302		84,129
GROSS PROFIT	47,772		32,363
OPERATING EXPENSES
Professional fees [Note 9]	523,746	$ 3,082	1,144,981	$ 71,122
Management fees [Note 10]	47,626		101,541
General expenses	15,404		53,427	$ 184
TOTAL OPERATING LOSS	$ (539,004)	$ (3,082)	(1,267,586)	$ (71,306)
OTHER (INCOME) EXPENSES
Impairment of goodwill [Note 5]			1,394,135
Interest and bank charges	$ (1,739)	$ (50)	5,604	$ (160)
Amortization expense [Note 5]	$ 23,450		46,900
Forgiveness of loan [Note 8]			(17,974)
NET LOSS BEFORE INCOME TAXES	$ (564,193)	$ (3,132)	$ (2,696,251)	$ (71,466)
Income taxes
NET LOSS	$ (564,193)	$ (3,132)	$ (2,696,251)	$ (71,466)
Translation adjustment	7,025	(316)	21,128	(289)
COMPREHENSIVE LOSS	$ (557,168)	$ (3,448)	$ (2,675,123)	$ (71,755)
LOSS PER SHARE, BASIC AND DILUTED	$ (0.0193)	$ (0.0004)	$ (0.0737)	$ (0.0106)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	29,201,835	7,400,000	36,591,887	6,741,392

Condensed Consolidated Interim5

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,696,251)	$ (71,466)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of goodwill [Note 5]	1,394,135
Issuance of shares for services [Note 9]	954,077	$ 53,360
Amortization expense [Note 5]	46,900
Forgiveness of loan [Note 8]	(17,974)
Changes in operating assets and liabilities:
Accounts receivable	(208,167)
Inventories	(14,472)
Harmonized sales tax recoverable	(18,962)
Prepaid expenses	1,942
Accounts payable	205,894
Due to related parties	40,248
Accrued expenses	4,176	$ 1,175
Net cash used in operating activities	(308,454)	$ (16,931)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on acquisition [Note 5]	3,671
Net cash provided by investing activities	3,671
CASH FLOWS FROM FINANCING ACTIVITIES
Due to stockholders	(27,264)	$ 14,040
Proceeds from issuance of common stock	150,000	$ 9,183
Proceeds from issuance of convertible note	180,000
Net cash provided by financing activities	302,736	$ 23,223
Effect of foreign currency translation	14,994	(289)
Net increase (decrease) in cash during the period	(2,047)	6,292
Cash, beginning of period	3,380	5,366
Cash, end of period	$ 16,327	$ 11,369
Cash paid for interest
Cash paid for taxes

Nature of Operations

Nature of Operations	9 Months Ended
	Mar. 31, 2016
Nature of Operations [Abstract]
NATURE OF OPERATIONS	1. NATURE OF OPERATIONS Legacy Ventures International Inc. (the “Company”) is a management Company incorporated on March 4, 2014 in the State of Nevada. Upon its recent acquisition of RM Fresh Brands Inc. (formerly Influx Global Media Inc.) [“RM Fresh”], it is engaged in the food and beverage distribution business whose principal place of business is located at 2215-B Renaissance Drive, Las Vegas, Nevada, 89119 USA. As explained in Note 5, on September 30, 2015 (the “Closing”), the Company entered into a Share Exchange Agreement (the “Agreement”) with and among RM Fresh and its shareholders. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of RM Fresh in exchange for the issuance of 2,000,000 shares of the Company’s common stock. As a result of this transaction, RM Fresh became a wholly owned subsidiary of the Company and the former shareholders of RM Fresh owned approximately 7% of the Company’s shares of common stock. RM Fresh was incorporated on July 29, 2008 under the laws of the Province of Ontario, Canada. RM Fresh is engaged in the business of trading and distribution of food, beverages and body care products.

Going Concern

Going Concern	9 Months Ended
	Mar. 31, 2016
Going Concern [Abstract]
GOING CONCERN	2. GOING CONCERN The Company’s unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses from operations and as at March 31, 2016 has accumulated deficit of $2,804,024 which has primarily arisen from a non-cash goodwill impairment charge in the previous period. Management anticipates the Company will attain profitable status and improve its liquidity through the acquisition of RM Fresh as explained in Note 5 and continued business development and additional debt or equity investment in the Company. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the financial statements. The financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Mar. 31, 2016
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in United States dollars (“USD”). Accordingly, the unaudited condensed interim consolidated financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending June 30, 2016 or for any other interim period. The unaudited condensed interim consolidated financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended June 30, 2015. The Company’s fiscal year-end is June 30. The parent Company’s functional currency is US dollar and for its subsidiary it is Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. The unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RM Fresh, Inc. All inter-company transactions and balances have been eliminated in preparing the consolidated financial statements. Use of Significant Estimates The preparation of the financial statements in conformity with US GAAP 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 periods. Areas involving significant estimates and assumptions include inventory valuation reserves, allowance for doubtful account, intangible assets, goodwill, income taxes, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates. Reclassification of comparative figures Certain of the prior period figures have been reclassified to align with Management’s current view of the Company’s operations. Inventories Inventories which comprise of finished goods, is valued at the lower of cost and market value, with cost being determined on a first-in, first-out basis. The cost of finished goods consists of purchase price, freight, custom duties and other delivery expenses. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling costs. The Company evaluate the carrying value of inventory on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in market compared with historical cost. Revenue Recognition The Company recognizes revenues when they are earned, specifically when all of the following conditions are met: ● Ownership of the goods have been transferred to the customers. Ownership of the goods is transferred to the customers when the good are transferred to a designated carrier in accordance with shipping terms agreed with the customer. ● There is persuasive evidence that an arrangement exists; ● There are no significant obligations remaining; ● Amounts are fixed or can be determined; and ● The ability to collect is reasonably assured. Accounts Receivable Accounts receivable are stated at outstanding balances, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with FASB ASC Topic 705 “Cost of Sales and Services”. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred. Segment Reporting The Company operates in one operating segment based on the activities for the Company in accordance with ASC Topic 280-10. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Goodwill and Identifiable Intangible Assets Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The identifiable intangible assets are being amortized over its estimated useful lives of 5 years using the straight-line method. Foreign Currency Translation The parent Company’s functional currency is US dollar and for subsidiary Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss). Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include due from a shareholder, accounts receivable, accounts payable, accrued expenses, due to shareholders and note payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instruments. Bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there is an impairment of goodwill amounting to $1,394,135 as explained in Note 5. Recently Issued Accounting Standards The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

Due To Shareholder

Due To Shareholder	9 Months Ended
	Mar. 31, 2016
Due To Shareholder [Abstract]
DUE TO STOCKHOLDERS	4. DUE TO STOCKHOLDERS Amount due to stockholders is unsecured, interest free and is repayable on demand.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Mar. 31, 2016
Goodwill and Intangible Assets [Abstract]
GOODWILL AND INTANGIBLE ASSETS	5. GOODWILL AND INTANGIBLE ASSETS Business Acquisition ASC Topic 805, “Business Combinations” requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which the Company tests each year end, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. On September 30, 2015 (the “Closing”), the Company entered into a Share Exchange Agreement (the “Agreement”) with and among RM Fresh and its shareholders. Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding shares of RM Fresh in exchange for the issuance of 2,000,000 shares of the Company’s common stock. As a result of this transaction, RM Fresh became a wholly owned subsidiary of the Company and the former shareholders of RM Fresh owned approximately 7% of the Company’s shares of common stock. This acquisition was accounted for using the acquisition method of accounting. The fair value of assets, liabilities and intangible assets and the purchase price allocation as of the valuation date, which is September 30, 2015 is as follows: Allocation of Purchase Price $ Cash 3,671 Accounts receivable 91,055 Inventories 26,636 Prepaid expenses 1,875 Total assets 123,237 Accounts payable (34,458 ) Due to shareholders (36,914 ) Note payable (26,000 ) Loan payable (18,000 ) Total liabilities (115,372 ) Net assets 7,865 Intangible asset acquired Trade-name 236,000 Customer base/distribution rights 233,000 Total intangible assets acquired 469,000 Goodwill 1,703,135 Total net assets acquired 2,180,000 The purchase consideration of 2,000,000 shares of the Company’s common stock valued as detailed below: $ Number of common Stock 2,000,000 Market price on the date of issuance 1.09 Fair value of common stock 2,180,000 Goodwill Goodwill of $309,000 represents the excess of cost over fair value of net assets of RM Fresh acquired, less impairment. Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired customer base, vendor relationship, workforce and expected synergies from the combination of operations as it pertains to the business of RM Fresh. The Company test for impairment of goodwill at the reporting unit level. In assessing whether goodwill is impaired, the Company utilize the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further work is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the amount of the excess is recognized and charged to statement of operations. Goodwill amounting to $1,394,135 was immediately impaired based on the implied fair value of goodwill determined based on the enterprise value of the acquiree of approximately $786,000. The discounted cash flow method was used to arrive at the value of the enterprise using following major assumptions: Ø Ø Ø Intangible assets Identifiable intangible assets having gross values of $469,000 ($422,100 net of amortization charge of $46,900) comprise of gross fair values of trade-name of $236,000 and customer base/distribution rights of $233,000. Relief from royalty approach was used to arrive at the fair value of trade-name using major assumptions a) 2% royalty rate; b) 10 year life; c) cost to maintain trade name at $2,000 increasing 2.75% annually; and d) discount rate of 22%. Multi-Period Excess Earnings Method was used to arrive at the fair value of customer base/distribution rights using major assumptions a) net sales base from years 2015 to 2025; b) retention rate of 85% and c) discount rate of 22%. Amortization expense of $23,450 on these intangible assets were recorded for the three months ended March 31, 2016. The following table presents the estimated future amortization expense of these identifiable intangible assets: $ 2016 46,900 2017 93,800 2018 93,800 2019 93,800 2020 93,800 2021 23,450 445,550

Accounts and Other Receivables

Accounts and Other Receivables	9 Months Ended
	Mar. 31, 2016
Accounts and Other Receivables [Abstract]
ACCOUNTS AND OTHER RECEIVABLES	6. ACCOUNTS AND OTHER RECEIVABLES During the three months ended March 31, 2016, RM Fresh entered into a simultaneous arrangement with a customer and a supplier, whereby RM Fresh would act as an intermediary between the two parties. As a result of this arrangement, RM Fresh has booked a receivable from the supplier and a payable to the customer, amounting to CAD160,000 each.

Note Payable

Note Payable	9 Months Ended
	Mar. 31, 2016
Note Payable [Abstract]
NOTE PAYABLE	7. NOTE PAYABLE Outstanding note payable of $53,363 represents unsecured promissory notes amounting to $26,000 and $27,363 issued on April 1, 2015 and March 4, 2016, respectively bearing interest at 20% and 12% per annum, respectively repayable within a year from issuance date. Interest accrued on these notes during the three months ended March 31, 2016 amounted to $1,528 ($nil for three months ended March 31, 2015). Further, on August 21, 2015 the Company issued $180,000 convertible notes payable bearing interest at 10% p.a. repayable on February 21, 2017. The principal amount and accrued interest were convertible into common stock of the Company at the option of the holder at any time from the date of issuance $1. The Company concluded that there is no beneficial conversion feature determined in accordance with the guidance provided in ASC 470. Accordingly, these notes were recognized as liability at the time of issuance. On September 30, 2015 all the Holders exercised their right to convert the outstanding principal amount of these notes, into shares of the Company’s common stock at a price of $1.00 per share (Note 9).

Forgiveness of Loan

Forgiveness of Loan	9 Months Ended
	Mar. 31, 2016
Forgiveness of Loan [Abstract]
FORGIVENESS OF LOAN	8. FORGIVENESS OF LOAN Loan amounting to $17,974 provided by a related party to RM Fresh before acquisition to meet the working capital requirements and was unsecured, interest free and was repayable on demand. During nine months ended March 31, 2016, the related party agreed to forgive the loan in favour of the Company.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Mar. 31, 2016
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	9. STOCKHOLDERS’ EQUITY COMMON STOCK - AUTHORIZED As at March 31, 2016, the Company authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.0001 and 100,000,000 shares of common stock, with a par value of $0.0001. COMMON STOCK - ISSUED AND OUTSTANDING On September 9, 2015, the Board of Directors and Shareholders of the Company approved a Certificate of Amendment to its Articles of Incorporation to increase the par value of Company’s common stock and preferred stock from no par value to $0.0001 per share and approved a 1:7 forward split upon the increase of the par value. As a result, the issued and outstanding shares of common stock of the Company increased from 7,400,000 shares prior to the Forward Split to 51,800,000 shares following the Forward Split. On September 30, 2015 the Company issued 2,000,000 shares of common stock to the former shareholders of RM Fresh pursuant to Share Exchange Agreement as explained in Note 5. Further, the Principal shareholder of the Company agreed to cancel 25,800,000 shares of common stock in accordance with the Cancellation Agreement. As explained in Note 7, on September 30, 2015 the holders of convertible notes payable exercised their option to convert the notes payable into shares at a price of $1 per share with the resultant issuance of 180,000 shares. During October and December 2015, the Company issued 92,000 shares of common stock to three investors at a price of $1.25 per common stock and received gross proceeds of $115,000. On October 1, 2015, the Company issued 250,000 shares of common stock to a director in connection with joining the board of directors. These shares were fair valued at $337,500, determined based on the market price on the date of issuance, and recorded as expense under professional fees in the statement of operations. During October and December 2015, the Company issued 335,000 shares of common stock to various third parties in connection with providing consulting services. These shares were fair valued at $452,350, determined based on the market price on the date of issuance, to be expensed over the term of the respective agreements. Accordingly, the Company initially recorded $452,350 as prepaid expense and during the nine months ended March 31, 2016, $289,244 were expensed and included in professional fees in the statement of operations. During February 2016, the Company issued 70,000 shares of common stock to one investor at a price of $0.50 per common stock and received gross proceeds of $35,000. On January 8, 2016 and March 31, 2016, the Company issued 250,000 shares and 250,000 shares respectively of common stock to two directors in connection with joining the board of directors. These shares were fair valued at $290,000 and $22,500 respectively, determined based on the market price on the date of issuance, and recorded as expense under professional fees in the statement of operations. On January 26, 2016, the Company issued 100,000 shares of common stock to one third parties in connection with providing consulting services. These shares were fair valued at $89,000, determined based on the market price on the date of issuance, to be expensed over the term of the respective agreements. Accordingly, the Company initially recorded $89,000 as prepaid expense and during the three months ended March 31, 2016, $14,833 was expensed and included in professional fees in the statement of operations. At March 31, 2016, there were 29,527,000 shares of common stock issued and outstanding (June 30, 2015 – 51,800,000 shares of common stock) of which 15,247,000 shares are restricted while 14,280,000 are unrestricted. The restricted shares have been issued to various parties through private placements, as start up capital or as consideration for professional services. These restricted shares will be available for sale under Rule 144 of the Securities Act of 1933, as amended, when the conditions of Rule 144 have been met.

Related Party Transactions and

Related Party Transactions and Balances	9 Months Ended
	Mar. 31, 2016
Related Party Transactions and Balances [Abstract]
RELATED PARTY TRANSACTIONS AND BALANCES	10. RELATED PARTY TRANSACTIONS AND BALANCES The Company’s transactions with related parties were, in the opinion of the directors, carried out on normal commercial terms and in the ordinary course of the Company’s business. Other than disclosed elsewhere in the consolidated financial statements, the other related party transaction is management fees of $47,626 in the three months ended March 31, 2016 and $101,541 in the nine months ended March 31, 2016, charged from the entities owned by the stockholders of the Company for providing warehousing and other logistic services. Amounts owed to entities owned by the stockholders in respect of these services was $41,487 as at March 31, 2016 (June 30, 2015: $nil).

Subsequent Events

Subsequent Events	9 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	11. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to May 20, 2016, the date the unaudited condensed interim consolidated financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there no significant subsequent events to report.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Mar. 31, 2016
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in United States dollars (“USD”). Accordingly, the unaudited condensed interim consolidated financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending June 30, 2016 or for any other interim period. The unaudited condensed interim consolidated financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended June 30, 2015. The Company’s fiscal year-end is June 30. The parent Company’s functional currency is US dollar and for its subsidiary it is Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. The unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RM Fresh, Inc. All inter-company transactions and balances have been eliminated in preparing the consolidated financial statements.
Use of Significant Estimates	Use of Significant Estimates The preparation of the financial statements in conformity with US GAAP 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 periods. Areas involving significant estimates and assumptions include inventory valuation reserves, allowance for doubtful account, intangible assets, goodwill, income taxes, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.
Reclassification of comparative figures	Reclassification of comparative figures Certain of the prior period figures have been reclassified to align with Management’s current view of the Company’s operations.
Inventories	Inventories Inventories which comprise of finished goods, is valued at the lower of cost and market value, with cost being determined on a first-in, first-out basis. The cost of finished goods consists of purchase price, freight, custom duties and other delivery expenses. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling costs. The Company evaluate the carrying value of inventory on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for products in market compared with historical cost.
Revenue Recognition	Revenue Recognition The Company recognizes revenues when they are earned, specifically when all of the following conditions are met: ● Ownership of the goods have been transferred to the customers. Ownership of the goods is transferred to the customers when the good are transferred to a designated carrier in accordance with shipping terms agreed with the customer. ● There is persuasive evidence that an arrangement exists; ● There are no significant obligations remaining; ● Amounts are fixed or can be determined; and ● The ability to collect is reasonably assured.
Accounts Receivable	Accounts Receivable Accounts receivable are stated at outstanding balances, net of an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited.
Shipping and Handling Costs	Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with FASB ASC Topic 705 “Cost of Sales and Services”. Costs related to raw materials purchased, are included in inventory or cost of goods sold, as appropriate. While amounts charged to customers for shipping product are included in revenues, the related outbound freight costs are included in expenses as incurred.
Segment Reporting	Segment Reporting The Company operates in one operating segment based on the activities for the Company in accordance with ASC Topic 280-10. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.
Goodwill and Identifiable Intangible Assets	Goodwill and Identifiable Intangible Assets Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. The identifiable intangible assets are being amortized over its estimated useful lives of 5 years using the straight-line method.
Foreign Currency Translation	Foreign Currency Translation The parent Company’s functional currency is US dollar and for subsidiary Canadian (“CDN”) dollar. The Company’s reporting currency is U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. The translation gains and losses resulting from the changes in exchange rates are reported in accumulated other comprehensive gain (loss).
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include due from a shareholder, accounts receivable, accounts payable, accrued expenses, due to shareholders and note payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instruments. Bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable through undiscounted future cash flows. If impairment exists based on expected future undiscounted cash flows, a loss is recognized in income. The amount of the impairment loss is the excess of the carrying amount of the impaired asset over the fair value of the asset, typically based on discounted future cash flows. The Company has assessed its long-lived assets and has determined that there is an impairment of goodwill amounting to $1,394,135 as explained in Note 5.
Recently Issued Accounting Standards	Recently Issued Accounting Standards The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Mar. 31, 2016
Goodwill and Intangible Assets [Abstract]
Schedule of fair value of assets, liabilities and intangible assets and the purchase price allocation	Allocation of Purchase Price $ Cash 3,671 Accounts receivable 91,055 Inventories 26,636 Prepaid expenses 1,875 Total assets 123,237 Accounts payable (34,458 ) Due to shareholders (36,914 ) Note payable (26,000 ) Loan payable (18,000 ) Total liabilities (115,372 ) Net assets 7,865 Intangible asset acquired Trade-name 236,000 Customer base/distribution rights 233,000 Total intangible assets acquired 469,000 Goodwill 1,703,135 Total net assets acquired 2,180,000
Schedule of purchase consideration of shares of the Company's common stock	$ Number of common Stock 2,000,000 Market price on the date of issuance 1.09 Fair value of common stock 2,180,000
Schedule of estimated future amortization expense	$ 2016 46,900 2017 93,800 2018 93,800 2019 93,800 2020 93,800 2021 23,450 445,550

Nature of Operations (Details)

Nature of Operations (Details)	1 Months Ended
	Sep. 30, 2015shares
Nature Of Operations Textual [Abstract]
Percentage of issued and outstanding shares acquired	100.00%
Common stock issued under share exchange agreement	2,000,000
Ownership percentage	7.00%

Going Concern (Details)

Going Concern (Details) - USD ($)	Mar. 31, 2016	Jun. 30, 2015
Going Concern (Textual)
Accumulated deficit	$ (2,804,024)	$ (107,773)

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Mar. 31, 2016USD ($)
Summary of Significant Accounting Policies (Textual)
Impairment of goodwill	$ 1,394,135
Intangible asset, useful life	5 years

Goodwill and Intangible Asset22

Goodwill and Intangible Assets (Details)	Sep. 30, 2015USD ($)
Summary of fair value of assets, liabilities and intangible assets and the purchase price allocation
Cash	$ 3,671
Accounts receivable	91,055
Inventories	26,636
Prepaid expenses	1,875
Total assets	123,237
Accounts payable	(34,458)
Due to shareholders	(36,914)
Note payable	(26,000)
Loan payable	(18,000)
Total liabilities	(115,372)
Net assets	7,865
Intangible asset acquired
Trade-name	236,000
Customer base/distribution rights	233,000
Total intangible assets acquired	469,000
Goodwill	1,703,135
Total net assets acquired	$ 2,180,000

Goodwill and Intangible Asset23

Goodwill and Intangible Assets (Details 1)	9 Months Ended
	Mar. 31, 2016USD ($)$ / sharesshares
Summary of purchases consideration shares of common stock value
Number of common Stock | shares	2,000,000
Market price on the date of issuance | $ / shares	$ 1.09
Fair value of common stock | $	$ 2,180,000

Goodwill and Intangible Asset24

Goodwill and Intangible Assets (Details 2)	Mar. 31, 2016USD ($)
Goodwill and Intangible Assets [Abstract]
2,016	$ 46,900
2,017	93,800
2,018	93,800
2,019	93,800
2,020	93,800
2,021	23,450
Total	$ 469,000

Goodwill and Intangible Asset25

Goodwill and Intangible Assets (Details Textuals) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2016	Mar. 31, 2015	Jun. 30, 2015
Goodwill and Intangible Assets (Textual)
Percentage of issued and outstanding shares acquired	100.00%
Common stock issued under share exchange agreement	2,000,000
Ownership percentage	7.00%
Goodwill		$ 309,000		$ 309,000
Goodwill impairment loss				$ (1,394,135)
Weighted average cost of capital discount rate				22.00%
Long term growth rate		2.75%		2.75%
Number of shares of common stock				2,000,000
Intangible assets gross fair value		$ 469,000		$ 469,000
Intangible assets net		422,100		422,100
Amortization expense		23,450		46,900
Fair value of goodwill		786,000		786,000
Trade-name [Member]
Goodwill and Intangible Assets (Textual)
Intangible assets gross fair value		236,000		$ 236,000
Intangible asset description				Relief from royalty approach was used to arrive at the fair value of trade-name using major assumptions a) 2% royalty rate; b) 10 year life; c) cost to maintain trade name at $2,000 increasing 2.75% annually; and d) discount rate of 22%.
Customer base/distribution rights [Member]
Goodwill and Intangible Assets (Textual)
Intangible assets gross fair value		$ 233,000		$ 233,000
Intangible asset description				Multi-Period Excess Earnings Method was used to arrive at the fair value of customer base/distribution rights using major assumptions a) net sales base from years 2015 to 2025; b) retention rate of 85% and c) discount rate of 22%.

Accounts and Other Receivables

Accounts and Other Receivables (Details)	Mar. 31, 2016CAD
Accounts and Other Receivable (Textual)
Receivable from supplier, Amount	CAD 160,000
Payable to customer, Amount	CAD 160,000

Note Payable (Details)

Note Payable (Details) - USD ($)	1 Months Ended		3 Months Ended
	Sep. 30, 2015	Aug. 21, 2015	Mar. 31, 2016	Mar. 31, 2015	Mar. 04, 2016	Jun. 30, 2015	Apr. 01, 2015
Note Payable (Textual)
Note payable			$ 53,363		$ 27,363		$ 26,000
Interest bearing interest rate for notes payable		10.00%			12.00%		20.00%
Proceeds from issuance of convertible note		$ 180,000
Maturity date		Feb. 21, 2017
Convertible common stock price per share	$ 1
Common stock, conversion features description		The principal amount and accrued interest were convertible into common stock of the Company at the option of the holder at any time from the date of issuance $1. The Company concluded that there is no beneficial conversion feature
Interest accrued amount			$ 1,528

Forgiveness of Loan (Details)

Forgiveness of Loan (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2016	Mar. 31, 2015
Forgiveness of Loan (Textual)
Forgiveness of loan			$ (17,974)

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Oct. 31, 2015USD ($)$ / sharesshares	Feb. 29, 2016USD ($)$ / sharesshares	Sep. 30, 2015$ / sharesshares	Mar. 31, 2016USD ($)$ / sharesshares	Mar. 31, 2015USD ($)	Mar. 31, 2016USD ($)Investors$ / sharesshares	Mar. 31, 2015USD ($)	Jan. 26, 2016shares	Jan. 08, 2016USD ($)shares	Dec. 31, 2015$ / sharesshares	Oct. 01, 2015USD ($)shares	Sep. 09, 2015$ / sharesshares	Jun. 30, 2015USD ($)$ / sharesshares
Stockholders' Equity (Textual )
Preferred stock, par value | $ / shares				$ 0.0001		$ 0.0001							$ 0.0001
Preferred stock, shares authorized				10,000,000		10,000,000							10,000,000
Common stock, par value | $ / shares				$ 0.0001		$ 0.0001							$ 0.0001
Common stock, shares authorized				100,000,000		100,000,000							100,000,000
Preferred stock, no par value | $ / shares												$ 0.0001
Common stock, no par value | $ / shares												$ 0.0001
Stock split, Description						1:7 forward split upon the increase of the par value.
Common stock, shares issued				29,527,000		29,527,000		100,000				7,400,000	51,800,000
Common stock, shares outstanding				29,527,000		29,527,000						7,400,000	51,800,000
Increase in shares prior to Forward Split						518,000,000
Common stock cancellation			25,800,000
Common stock price per share | $ / shares			$ 1
Number of investors | Investors						3
Issuance convertible shares			180,000
Professional fees | $				$ 523,746	$ 3,082	$ 1,144,981	$ 71,122
Proceeds from issuance of common stock | $						$ 150,000	$ 9,183
Common stock issued for services, shares	335,000					335,000
Common stock issued for services, value | $	$ 452,350					$ 452,350
Prepaid expenses | $				237,273		237,273							$ 1,343
Common stock issued , fair value | $				$ 89,000		$ 89,000
Restricted Stock [Member]
Stockholders' Equity (Textual )
Common stock, shares issued				15,247,000		15,247,000
Unrestricted Stock [Member]
Stockholders' Equity (Textual )
Common stock, shares issued				14,280,000		14,280,000
RM Fresh [Member]
Stockholders' Equity (Textual )
Common stock, shares issued			2,000,000
Director [Member]
Stockholders' Equity (Textual )
Common stock, shares issued				250,000		250,000			250,000		250,000
Common stock issued , fair value | $				$ 22,500		$ 22,500			$ 290,000		$ 337,500
Investors [Member]
Stockholders' Equity (Textual )
Common stock, par value | $ / shares		$ 0.50
Common stock, shares issued	92,000	70,000								92,000
Common stock price per share | $ / shares	$ 1.25									$ 1.25
Proceeds from issuance of common stock | $		$ 35,000

Related Party Transactions an30

Related Party Transactions and Balances (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2016	Mar. 31, 2015	Jun. 30, 2015
Related Party Transactions and Balanes (Textual)
Management fees	$ 47,626		$ 101,541
Due from Affiliates	$ 41,487		$ 41,487